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INTERLINQ OFFICE LEASE
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TABLE OF CONTENTS
Basic Lease Information 1
1. PREMISES.......................................................... 4
2. TERM AND POSSESSION............................................... 4
3. RENT.............................................................. 5
4. RESTRICTIONS ON USE............................................... 6
5. COMPLIANCE WITH LAWS.............................................. 6
6. ALTERATIONS....................................................... 9
7. REPAIRS........................................................... 10
8. LIENS............................................................. 11
9. ASSIGNMENT OR SUBLETTING.......................................... 12
10. INSURANCE AND INDEMNIFICATION.................................... 15
11. WAIVER OF SUBROGATION............................................ 18
12. SERVICES TO LANDLORD............................................. 18
13. ESTOPPEL CERTIFICATE............................................. 18
14. HOLDING OVER..................................................... 19
15. SUBORDINATION.................................................... 19
16. RULES AND REGULATIONS............................................ 20
17. RE-ENTRY BY LANDLORD............................................. 20
18. INSOLVENCY OR BANKRUPTCY......................................... 21
19. DEFAULT.......................................................... 22
20. DAMAGE BY FIRE, ETC.............................................. 25
21. EMINENT DOMAIN................................................... 26
22. SALE BY LANDLORD................................................. 28
23. RIGHT OF LANDLORD TO PERFORM..................................... 28
24. SURRENDER OF PREMISES............................................ 29
25. WAIVER........................................................... 29
26. NOTICES.......................................................... 30
27. OPERATING COSTS.................................................. 30
28. TAXES PAYABLE BY TENANT.......................................... 35
29. SUCCESSORS AND ASSIGNS........................................... 35
30. ATTORNEY'S FEES.................................................. 36
32. SIGNAGE.......................................................... 36
33. CORPORATE AUTHORITY.............................................. 37
34. LEASE EFFECTIVE DATE............................................. 37
35. BROKERAGE FEES................................................... 37
36. FORCE MAJEURE.................................................... 38
37. CHANGE IN BUILDING NAME.......................................... 38
38. CERTAIN RIGHTS RESERVED BY LANDLORD.............................. 38
39. PERSONAL LIABILITY............................................... 39
40. QUIET ENJOYMENT.................................................. 39
41. MISCELLANEOUS.................................................... 39
42. OPTION TO RENEW.................................................. 40
43. USE OF ROOF AND BUILDING STORAGE................................. 41
44. DEFINITION OF LANDLORD'S NEGLIGENCE.............................. 41
Exhibit A Legal Description
Exhibit B Tenant Improvement Agreement
Exhibit C Tenant Estoppel Certificate
Exhibit D Rules and Regulations
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OFFICE LEASE -- BASIC LEASE INFORMATION
Lease Date: April 23, 1998
Commencement Date: The later of November 1, 1998, or the date
possession of the Premises is tendered to Tenant
following Substantial Completion of the Premises
Landlord: Pine Forest Co.
Address of Landlord: 0000 000xx Xxx. N.E., Xxxxx 000
Xxxxxxxx, XX 00000-0000
Contact Person at Landlord: Xxxxx Xxxx
Tenant: INTERLINQ Software Corporation, a Washington
corporation
Contact Person at Tenant: Xxxxx Xxxxx
Address of Tenant Prior to
Commencement Date: 00000 Xxxxxxxx Xxx
Xxxxxxxx, XX 00000
Address of the Premises: 12000 N.E. 24th Street
Bellevue, WA 98005
Rentable Square Feet: Approximately 35,320 Rentable Square Feet
located on two floors
Base Rent: First Year: $54,451.67/month
Second Year: $55,923.34/month
Third Year: $57,395.00/month
Fourth Year: $58,866.67/month
Fifth Year: $60,338.34/month
Sixth Year: $61,810.00/month
Seventh Year: $63,281.67/month
Estim. of Basic Operating
Costs on Commencement Date: $16,188.34/month
Estim. of Base Rent plus
Additional Rent on
Commencement: $70,640.01/month
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Fiscal Year for Operating
Costs: Calendar Year
Tenant's Proportionate
Share of Basic Operating
Costs: 100%
Security Deposit: $63,282 due upon execution of the Lease
Term: Eighty-four (84) months, commencing approximately
November 1, 1998, and ending approximately
October 31, 2005, or such date which is the
monthly anniversary date in the 84th month after
the Commencement Date (unless sooner terminated
as provided hereunder), including any extensions
as provided hereunder.
Options to Extend the Term: Two (2) consecutive options to extend the Term for
an additional five (5) years each at 95% of the
current market rates. Notice to be given no more
than one (1) year or less than nine (9) months
prior to the expiration of the then existing Term,
which exercise is made by Tenant providing written
notice to Landlord of the exercise of each option
Rate for Covered Parking
Stalls: Year 1: Free
Year 2: $615/month ($15.00 per stall per month)
Year 3: $820/month ($20.00 per stall per month)
Year 4-7: $1025/month ($25.00 per stall per month)
Note: All uncovered parking at the Premises is
free of charge
The foregoing Basic Lease Information is hereby incorporated into and made a
part of this Lease. Each reference in this Lease to any of the Basic Lease
Information shall mean the respective information herein above set forth and
shall be construed to incorporate all of the terms provided under the
particular Lease paragraph pertaining to such information. In the event of any
conflict between any Basic Lease Information and the Lease, the latter shall
control.
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Landlord: Tenant:
Pine Forest Co., INTERLINQ Software Corporation,
a Washington corporation a Washington corporation
By: /s/ XXXX XXXXXXXXX By: [SIG]
-------------------------------- -----------------------------------
Xxxx Xxxxxxxxx Its: VP Finance/CFO
Its: President
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LEASE AGREEMENT
THIS LEASE is made as of this 23rd day of April, 1998, between Pine Forest Co.,
a Washington corporation (hereinafter called "Landlord") and INTERLINQ Software
Corporation, a Washington corporation (hereinafter called "Tenant").
1. PREMISES.
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
the entire two story office building and all related improvements and
appurtenances (including without limitation pavement, curbs and gutters,
sidewalks and landscaping located on real property at 00000 X.X. 24th
Street, Bellevue, Washington 98005, and legally described in Exhibit "A"
attached hereto and incorporated by this reference (hereinafter
collectively called "Premises"). Tenant shall use and occupy the Premises
for general office purposes, with a computer server room, lunch room with
food preparation for employees, athletic facilities for employees, and
other uses customary for a software development company, and for no other
use or purpose without the prior written consent of Landlord.
2. TERM AND POSSESSION.
(a) The Term of this Lease shall be for the period specified in the
Basic Lease Information, as that Term may be extended or terminated as
provided herein. Landlord shall use its best reasonable efforts to
deliver the Premises to Tenant on November 1, 1998. All permits required
to construct the structural portions of the building shell and core have
been obtained. The applications for tenant improvement permits have not
yet been submitted. If Landlord cannot deliver possession by November 1,
1998, and such failure is not attributable to Landlord's gross negligence
or willful misconduct, this Lease shall not be void or voidable, nor shall
Landlord or its agent be liable to Tenant for any loss or damage
resulting therefrom. Tenant shall not be liable for any rent until the
Commencement Date (defined below) unless Tenant is responsible for a delay
as provided in Exhibit B, Paragraph 14, in which case Tenant shall begin
paying Rent as of the date that would have been the Commencement Date but
for the Tenant Delay. If Landlord tenders possession of the Premises to
Tenant prior to November 1, 1998, and the requirements for the
Commencement Date have been met then the Term of this Lease and Tenant's
obligations hereunder shall commence on the date that Landlord delivers
such possession, if Xxxxxx takes possession. Any failure to deliver
possession by November 1, 1998 or delivery of possession prior to the
Commencement Date shall not in any way affect the obligations of Tenant
hereunder to lease the Premises.
(b) The Commencement Date shall be the later of November 1, 1998, or
the date on which one of the following sets of events has occurred: (i)
the Premises have been Substantially Completed in accordance with the
plans and specifications approved by Tenant and, the City of Bellevue has
completed its inspection, approved the
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Premises for occupancy by Tenant for its business operations as evidenced
by issuance of a temporary certificate of occupancy, and the Premises have
been tendered to Tenant, or (ii) the tenant takes possession of any or all
of the Premises (except to the extent Tenant is entitled to early access
pursuant to Paragraph 11, Exhibit B). Tenant's duty to pay Rent under this
Lease shall commence on the Commencement Date. This Lease shall terminate
on the day before the anniversary of the Commencement Date in the
eighty-fourth (84th) month after the Commencement Date, unless sooner
terminated (the "Termination Date") or extended under the terms of the
Lease or by agreement of the parties. For example, if the Commencement Date
were November 1, 1998, then the Termination Date would be October 31, 2005,
if the Tenant does not exercise its option to extend the term.
(c) Xxxxxxxx agrees to complete construction of the Premises and to
provide the Tenant Improvements as required in a separate Work Letter
Agreement attached hereto as Exhibit "B" and made a part hereof. The term
Substantial Completion as used in this Lease shall have the same meaning as
that term is used in the Work Letter Agreement.
(d) At either party's request both Landlord and Xxxxxx will execute
and deliver to each other a written statement specifying the Commencement
Date and Termination Date.
(e) If the Commencement Date has not occurred by March 1, 1999, and
said delay is not caused by tenant's Delay or force majeure as described in
paragraph 36 of this Lease, then tenant may terminate this Lease by written
notice to Landlord; provided however that if the delay in the Commencement
Date is caused by Xxxxxx Xxxxx or by force majeure as described in
Paragraph 36 of this Lease, then Xxxxxx's termination right in this
sentence does not arise until June 1, 1999.
3. RENT.
(a) Tenant shall pay Base Rent to Landlord throughout the term of
this Lease as specified in the Basic Lease Information, without notice.
Base Rent shall be payable in monthly installments in advance on the first
day of each month during every year of the term in lawful money of the
United States, without deduction or offset. It shall be paid to Landlord at
the address specified in the Basic Lease Information, or to such other firm
or to such other place as Landlord may from time to time designate in
writing by notice to Tenant. If this Lease commences on a day other than
the first day of a calendar month or ends on a day other than the last day
of a calendar month, the monthly rental for the fractional month shall be
appropriately prorated based on a thirty (30) day month. "Rent" means Base
Rent, Xxxxxx's Proportionate Share of Basic Operating Costs and all other
amounts due pursuant to this Lease.
(b) Tenant recognizes that late payment of any Rent or other sum due
hereunder from Tenant to Landlord will result in administrative expense to
Landlord, the extent of which additional expense is extremely difficult and
economically impractical to ascertain. Tenant therefore
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agrees that if Rent due hereunder from Tenant to Landlord remains unpaid
ten (10) days after said amount is due, or any other payment due hereunder
remains unpaid ten (10) days after written notice from Landlord, then the
amount of such unpaid Rent or other payment shall be increased by a late
charge to be paid to Landlord by Tenant in an amount equal to five percent
(5%) of the amount of delinquent Rent or other payment. The amount of the
late charge to be paid to Landlord by Tenant on any unpaid Rent or other
payment shall be reassessed and added to Tenant's obligation for each
successive monthly period accruing after the date on which the late charge
is initially imposed. Tenant agrees that such amount is a reasonable
estimate of the loss and expense to be suffered by Landlord as a result of
such late payment by Xxxxxx and may be charged by Landlord to defray such
loss and expense. The provisions of this paragraph in no way relieve Tenant
of the obligations to pay Rent or other payments on or before the date on
which they are due, nor do the terms of this paragraph in any way affect
Xxxxxxxx's remedies pursuant to paragraph 19 of this Lease in the event
said Rent or other payment is unpaid after the date due.
4. RESTRICTIONS ON USE.
Tenant shall not use or allow the Premises to be used for any unlawful
purpose. Tenant shall not cause or maintain or permit any nuisance in, on,
or about the Premises. Tenant shall not commit or suffer the commission of
any waste in, on or about the Premises, nor permit any use of the Premises
which may be hazardous to persons or property. Tenant shall not do or
permit anything to be done on or about the Premises or bring or keep
anything therein which will cause an increase in the rate of any insurance
of the Premises or cause a cancellation of the property and casualty
insurance or any other insurance on the Premises or otherwise restrict the
availability of said insurance in any manner.
5. COMPLIANCE WITH LAWS.
(a) Except to the extent any non-compliance is a result of the Tenant
Improvement Construction Documents (as defined in Exhibit B), Landlord
warrants that upon delivery to Tenant the Premises shall be in compliance
with all applicable rules, regulations and codes in effect at the time of
delivery. Tenant shall not use the Premises or permit anything to be done
in or about the Premises which would conflict with any law, statute,
ordinance or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated. Tenant shall, at its sole cost and
expense, promptly comply with all laws, statutes, ordinances, and
governmental rules, regulations, or requirements now in force or which may
hereafter be in force and with the requirements of any board of fire
underwriters or other similar body now or hereafter constituted relating to
its conditions, use or occupancy of the Premises, excluding structural
changes and other improvements not specifically related to or affected by
alterations or improvements made by or for Tenant or Tenant's acts. The
judgment of any court of competent jurisdiction or the admission of Tenant
in an action against Tenant, whether Landlord be a party thereto or not,
that Tenant has so
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violated any such law, statute, ordinance, rule, regulation, or
requirement, shall be conclusive of such violation as between Landlord and
Tenant.
(b) "Accessibility Law" means any local, state or federal law, regulation,
ordinance, order or directive relating to access, use or enjoyment of the
Premises by, or employment there of disabled persons, or to the removal of
any tangible or intangible barrier or impediment to access, use or
enjoyment of the Premises by disabled persons, including, but not limited
to, the Americans With Disabilities Act and similar state legislation.
(c) Notwithstanding anything in this Lease to the contrary, Tenant shall
make no Tenant alterations after the Commencement Date that violates any
provision of any applicable rules, regulations and codes, including any
Accessibility Laws, and all Tenant Improvements shall be in full compliance
with all such rules, regulations and codes. Tenant shall not adopt or
otherwise allow to exist any policy or practice related to its use or
occupancy of the Premises or the conduct of its activities thereon that
violates any rule, regulation or code. Tenant shall adopt any economically
feasible policy or practice relating to the conduct of its business at the
Premises that would cure any existing or future violation of any
Accessibility Law relating to the Premises. Tenant shall bear all cost and
expense of performing its duties under this paragraph. Tenant shall
reimburse Landlord on demand for any cost or expense required to alter any
portion of the Premises to comply with any Accessibility Law as a result of
any Tenant alteration.
(d) Notwithstanding any contrary provision of this Lease, Landlord shall
have no obligation to approve any Tenant alterations if Landlord, in its
sole discretion, determines that the Tenant alterations would obligate
Landlord to make alterations of or additions to any part of the Premises in
order to comply with any Accessibility Law or any other law, ordinance,
code or regulation, unless Tenant agrees to make such alterations or
additions at its own cost in the manner provided for other Tenant
alterations, and Tenant deposits with Landlord, before undertaking the
design or construction of such alternations, a sum equal to Xxxxxxxx's
estimate of the total cost of design and construction of such alterations.
Notwithstanding the foregoing, Landlord shall have the right at any time,
without the same constituting an actual or constructive eviction and
without incurring any liability to Tenant therefor, to change the
arrangement and/or location of entrances, passageways, doors and doorways,
corridors, elevators, stairs, toilets, or other public parts of the
building to the extent such change does not materially affect Tenant's
business operations if said change is necessary for Landlord to bring the
Premises into compliance with any rule, regulation or code, including any
Accessibility Law.
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(e) If any claim is asserted against one or both parties to this Lease
under any Accessibility Law relating directly or indirectly to any
violation by either of any of the provisions of this paragraph, such
alleged violator shall defend, indemnify and hold the other party harmless
from and against any claims, charges, liabilities, obligations, penalties,
damages, judgments, costs and expenses (including reasonable attorneys'
fees and costs) arising directly or indirectly from such violation upon
determination of a court of competent jurisdiction that such a violation
did occur and the extent to which the alleged violator is responsible for
the violation. No approval by either party of any plans or specifications
for any construction or alterations of the Premises, or failure to
disapprove any such plans or specifications for construction or alterations
of the Premises, shall constitute a representation or warranty by either
party, whether express or implied, that such plans will comply with any
Accessibility Law.
(f) Landlord represents and warrants to Tenant that to the best of
Landlord's knowledge there are no Hazardous Materials (as defined below) on
the Premises as of the Commencement Date. Xxxxxxxx agrees that Xxxxxx is
not responsible for Hazardous Materials on the Premises prior to the date
Tenant commences Tenant's Work (as defined in Exhibit B) on the Premises.
Tenant shall not cause or permit any Hazardous Materials to be brought
upon, kept or used in or about the Premises, except in compliance with the
labels on the products, and consistent with the intended use of the
products for cleaning or other janitorial or maintenance purposes. If
Tenant breaches its obligations in this paragraph, or if the presence of
Hazardous Materials caused or permitted by Tenant results in contamination
of the Premises or any part of any other property or if contamination of
the Premises or other property otherwise occurs for which Tenant may be
legally liable to Landlord, unless the contamination is caused solely by
Landlord or its agents, employees, contractors or invitees, Tenant shall
defend, indemnify and hold Landlord harmless from any and all claims,
judgments, damages, penalties, fines, liabilities or losses (including,
without limitation diminution in value of the Premises, damages for the
loss or restriction on use of the Premises, damage arising from any adverse
impact on marketing or leasing of the Premises, damages to any other
property and amounts paid in settlement of claims, attorney fees and costs,
consultant fees and expert fees) which arise during or within five (5)
years after the end of the Term or extended Term as a result of such
contamination. If Landlord breaches its warranty above, or if the presence
of Hazardous Materials which is caused solely by Landlord results in
contamination of the Premises or any part of any other property. Landlord
shall defend, indemnify and hold Tenant harmless from any and all claims,
judgments, damages, penalties, fines, liabilities or losses (including,
without limitation diminution in value of the leasehold estate in the
Premises, damages for the loss or restriction on use of the Premises,
damages to any other property and amounts paid in settlement of claims,
attorney fees and costs, consultant fees and expert fees) which arise
during or within five years after the end of the Term or extended Term as a
result of such
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contamination. Without limiting the foregoing, the indemnification stated
above includes, without limitation, reasonable costs incurred in connection
with any investigation of site condition or any clean up, remedial, removal
or restorative work required by any federal, state or local government
agency or political subdivision because of Hazardous Materials present at
the Premises due to acts of the indemnifying party. If the presence of any
Hazardous Material caused or permitted by either party results in any
contamination of the Premises or any other part of the property, then that
party shall promptly take all actions, at its sole expense, as are
necessary to return the Premises and any other property to the condition
existing prior to the introduction of such Hazardous Material. Prior to
commencing such action, the acting party shall obtain the other party's
approval, which approval shall not be unreasonably withheld, or delayed so
long as such actions would not potentially have any material adverse
long- or short-term effect on the Premises or other property. As used
herein, the term "Hazardous Materials" means any hazardous, dangerous,
toxic or harmful substance material or waste which is or becomes regulated
by any local or federal governmental authority, including the State of
Washington or the United States government.
6. ALTERATIONS.
(a) Tenant shall not make or suffer to be made any alterations, additions,
or improvements in, on, or to the Premises or any part thereof after the
Commencement Date ("Tenant Alterations") without the prior written consent
of Landlord, which shall not be unreasonably withheld or delayed. All
contractors, laborers, materialmen and professionals who perform work on
the Premises shall agree to provide to Landlord a conditional lien release
prior to release of any payment to them for work they performed as required
in paragraph 8 herein.
(b) At the time Tenant requests Xxxxxxxx's permission to make Tenant
Alterations, Tenant may request Landlord to designate in writing whether
said proposed Tenant Alteration shall become part of the leasehold or
whether Landlord wishes Tenant to remove said Tenant Alteration upon
termination the Lease. Landlord and Tenant shall be bound by any such
written agreement. If Xxxxxx does not request Landlord to designate in
writing whether said Tenant Alteration will become part of the leasehold,
Landlord may make that determination when the Lease is terminated. Said
determination by Landlord shall be at Landlord's sole option and shall be
binding on Tenant.
Notwithstanding the foregoing, Xxxxxx's movable furniture, equipment and
trade fixtures are Tenant's personal property. Upon the expiration or
sooner termination of the Term, Tenant shall, at Tenant's sole cost and
expense, forthwith and with all due diligence remove all Tenant's personal
property and any or all Tenant Alterations which were designated by
Landlord to be removed either at the time installed or, if not determined
at that time as provided above, then prior to or when the Lease is
terminated. Tenant shall forthwith and with all due diligence, at its sole
cost and expense, repair any damage to the Premises resulting from removal
of Tenant's personal property and
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Tenant Alterations at the end of the Term, so as to restore the Premises to
the condition that existed on the Commencement Date subject to ordinary
wear and tear, damage by casualty or by the negligence or willful
misconduct of Landlord or the gross negligence or willful misconduct of
Landlord's agents or employees.
(c) If, after the Commencement Date, Landlord makes any changes,
alterations or additions to the Premises, landlord will use its best
efforts to make such changes, alterations or additions without unreasonably
interfering with the public access to the Premises, including Tenant's
parking, and without interfering with Tenant's utility services, including
without limitation all electricity, gas, water, sewer, HVAC and
telecommunications services to the Premises. If such interference to
utility services should occur, Landlord shall make reasonable efforts to
restore such accessibility or services in coordination and cooperation with
Tenant. If such interference with electricity, gas, water, sewer or
telecommunication services occurs due to the acts or omissions of Landlord,
its agents or employees and such interference is not cured within five (5)
days of Tenant's written notice to Landlord, on the sixth day all Rent due
under the lease shall xxxxx until such interference is cured, and Tenant
may engage in such measures as it sees fit to cure the interference at
Tenant's sole cost so long as Tenant gives Landlord twenty four (24) hours
prior actual notice of its intended actions hereunder and Landlord
expresses no reasonable objection to such actions within twenty four (24)
hours of receiving the notice. If the flow of electricity to the Premises
is interrupted, Tenant may install a generator on the Premises at Tenant's
sole expense and risk so long as such installation is in full compliance
with all applicable rules, regulations and codes. Tenant hereby agrees to
defend, indemnify and hold Landlord harmless from any loss, injury to
persons or property, death of any person or any other damage or loss
related to Tenant's installation or use of the generator and/or replacement
of Xxxxxx's uninterruptible power supply with said generator.
7. REPAIRS.
(a) By taking possession of the Premises, Xxxxxx accepts the Premises as
being in the condition in which Landlord is obligated to deliver them and
otherwise in good order, condition and repair. Landlord shall provide
janitorial service and keep the Premises in clean condition and good
repair, maintain all plumbing fixtures, HVAC systems, window and door
glass, landscaping and all other systems so they remain in good condition
and shall otherwise maintain the cleanliness and condition of the Premises,
ordinary wear and tear, damage by Xxxxxx's negligence or that of its
agents, employees, invitees and licensees and damage from condemnation or
casualty excepted. Tenant shall, at all times during the Term, reimburse
the Landlord for the cost of keeping the Premises and every part thereof in
good order, condition and repair, ordinary wear and tear and damage by
casualty or Landlord's negligence or the gross negligence of Landlord's
agents and employees excepted. Tenant shall pay said costs as part of Basic
Operating Costs pursuant to paragraph 27. Tenant shall upon the expiration
or sooner termination of
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the Term, surrender to Landlord the Premises, neat and clean and in the
same condition as when received, ordinary wear and tear and damage caused
by Xxxxxxxx's negligence and the gross negligence of Landlord's agents or
employees, casualty or condemnation excepted. Xxxxxx agrees that Landlord
has no obligation to alter, remodel, improve, or decorate, or paint the
interior of the Premises or any part thereof after the Commencement Date
and that no representations respecting the condition of the Premises have
been made by Landlord to Tenant, except as specifically set forth in this
Lease.
(b) Landlord shall at its cost without pass-through to Tenant keep the
roof, gutters, power service to the Premises, exterior walls, foundations
and building structure of the Premises in a good state of repair, and shall
accomplish such repairs as may be needed within a reasonable time after
receipt of written notice from Tenant. Except as expressly provided for
herein, there shall be no abatement of Rent and no liability of Landlord by
reason of any injury to or interference with Xxxxxx's business arising from
the making of any repairs, alterations or improvements in or to any portion
of the Premises, building or in or to any fixtures, appurtenances and
equipment therein except to the extent caused by the Landlord's negligence
or the gross negligence or willful misconduct of Landlord's agents or
employees.
(c) If the Landlord fails to make any repairs or perform any work required
herein or otherwise fails to maintain the Premises in the condition
provided herein, Tenant shall so notify Landlord in writing. If after
thirty (30) days prior written notice from Tenant (except in emergency or
cases of urgent necessity, or for anything that cannot be done in such time
period, or after such longer period as may reasonably be required to
accomplish the required tasks), Landlord fails to keep and preserve the
Premises as set forth in this paragraph, Tenant may, put or cause the same
to be put in the appropriate condition and state of repair, at its option.
Tenant must first give twenty (20) days written notice to Landlord of
Xxxxxx's intention of making the repair and the cost to be incurred. In
such case, upon receipt of written statements and evidence of payment from
Tenant, Landlord shall promptly reimburse the entire cost thereof to
Tenant. If Xxxxxxxx fails to reimburse Tenant within thirty (30) days of
demand and receipt of the written statements and evidence of payment from
Tenant, Tenant may offset the unreimbursed portion of the cost from the
Rent, so long as Tenant is in complete compliance with this paragraph and
there is no dispute as to Xxxxxx's right to reimbursement. Notwithstanding
the foregoing, if such work was required because of Xxxxxx's negligent acts
or failure to abide by this Lease, Tenant shall promptly pay Landlord for
the total cost of all such work as Additional Rent.
8. LIENS.
Tenant shall keep the Premises free from any liens arising out of any work
performed, material furnished, or obligations incurred by Tenant subject
to Tenant having the right to contest any lien in good faith and by
taking the steps necessary to protect Landlord and its interest from any
negative consequence of such contest. Tenant shall not permit
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any person or entity to commence work on the Premises unless said person
has agreed to provide Xxxxxx and Landlord with conditional lien releases
upon payment of each draw request. Tenant shall deliver to Landlord a duly
executed conditional lien release in which said person or entity agrees to
waive and release all his/her/its right to claim a lien on the Premises
for work performed and paid for and shall deliver a final lien release at
completion of the work. In the event that Tenant has not, within ten (10)
days following the imposition of any lien, caused the same to be released
of record by payment or posting of a proper bond or otherwise satisfying
Landlord's concern, Landlord shall, in addition to all other remedies
provided herein and at law, have the right, but not the obligation, to
cause the same to be released by such means as it shall deem proper,
including payment of the claim giving rise to such lien. All such sums
paid by Xxxxxxxx and all reasonable expenses incurred by it in connection
therewith shall be considered Additional Rent and shall be payable to it
by Tenant on demand with interest at the rate payable of twelve percent
(12%) per annum or four percent (4%) above the prime rate of US Bank,
whichever is greater. Landlord shall have the right at all times to post
and keep posted on the Premises any notices permitted or required by law,
or which Landlord shall deem proper, for the protection of Landlord, the
Premises, and any other party having an interest therein, from mechanics'
and materialmen's liens. Tenant shall give to Landlord at least five (5)
business days prior notice of commencement of any construction on the
Premises. Tenant shall not permit any lien to be placed on the Tenant's
interest in the Premises by operation of law.
9. ASSIGNMENT OR SUBLETTING.
Tenant shall not sell, assign, encumber or otherwise transfer by operation
of law or otherwise this Lease or any interest herein, sublet the Premises
or any part thereof, or suffer a person to occupy or use the Premises or
any portion thereof, without the prior written consent of Landlord, which
shall not be unreasonably withheld or delayed. A transfer by the present
majority shareholders of ownership and control of the voting stock of a
corporate tenant, or a transfer of a controlling interest in a partnership,
limited liability company, or proprietorship, as applicable, shall be
deemed an assignment for the purposes of this paragraph except as follows
in paragraph 9a:
(a) Any change in ownership of Tenant resulting from (i) a public offering
of the stock of Tenant or any parent of Tenant or (ii) any transfer of
stock or assets from Tenant to an affiliate or subsidiary corporation or
other entity that controls or is controlled by Tenant or (iii) as a result
of any merger, consolidation or other reorganization of Tenant or parent of
Tenant shall not be deemed an assignment if all of the following conditions
are met: Said assignee is an entity organized in the United States with its
principal office in the United States and is as financially sound as
Tenant. If the assignee is not organized in the United States and/or does
not have its principal business office located in the United States, Tenant
may assign the Lease to said entity if the assignee provides a guarantor
whose assets are located in the United States that is as financially sound
as the
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Tenant. The assignee or guarantor shall be deemed to be as financially
sound as Tenant if (i) the assignee or guarantor has unencumbered liquid
assets located in the United States which are equal to or greater in value
than 125 percent of the value of the unencumbered liquid assets of Tenant
on the Commencement Date, and (ii) the assignee's or guarantor's net assets
located in the United States as determined using Generally Accepted
Accounting Principles consistently applied, are equal to or greater in
value than 125 percent of the value of Tenant's net assets on the
Commencement Date, and (iii) the assignee or guarantor has not been the
subject of any bankruptcy proceeding or action by a prior Landlord within
the seven years prior to the date of the assignment, (iv) the assignee has
been in continuous operation of its business for the five years prior to
the date of the assignment, and (v) no prior Landlord has commenced
proceedings or refused to renew or extend a lease because of untimely
payment of rent or damage to the Premises, as evidenced in writing by such
prior landlord, within ten (10) years prior to the proposed assignment. In
addition, the Landlord may agree with Xxxxxx that a proposed assignee or
guarantor is as financially sound as Tenant without regard to the foregoing
objective standard.
(b) Any other transfer, assignment or subletting shall be deemed a
prohibited transfer pursuant to this paragraph and shall be subject to
prior written permission of the Landlord, which shall not be unreasonably
withheld or delayed.
(c) Tenant shall, by written notice, advise Landlord of its desire from
and after a stated date (which shall not be less than thirty (30) days or
more than ninety (90) days after the date of Tenant's notice), to assign
the Lease or sublet the premises or any portion thereof. Said notice by
Xxxxxx shall state the name and address of the proposed assignee or
subtenant. Requests shall include audited or reviewed financial statements
of assignee or sublessee and such other financial information as Landlord
reasonably requests. Tenant shall include a true and complete copy of the
proposed terms of the assignment or sublease. Such notice shall specify an
effective date which shall be the first day of a calendar month and shall
be not less than 30 days after the date of such notice. Xxxxxxxx agrees to
respond to Xxxxxx's request for consent within ten (10) business days of
receipt of the request and all required information. Failure to respond to
Tenant within the ten-day period is deemed to be Landlord's denial of the
proposal.
If Xxxxxxxx's consent to the transfer, sublease or assignment is required
pursuant to this paragraph 9, Landlord shall have the right, by giving
written notice to tenant ten (10) business days after receipt of Tenant's
notice, to terminate this Lease as to the portion of the Premises described
in Xxxxxx's notice. Such notice shall, if given, terminate this Lease with
respect to the portion of the premises described in Xxxxxx's notice as of
the date stated in Xxxxxx's notice.
If this Lease terminates pursuant to the foregoing with respect to less
than all of the Premises, the rent shall be prorated to that date. If
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Tenant proposes to sublet only a portion of the Premises, and Landlord
exercises its right to recapture that portion, the effective date of
recapture by Landlord shall be the effective date of the proposed
subletting. On such date:
(i) that portion shall not be part of the Premises;
(ii) the Base Rent payable under this Lease shall be reduced by the
rate per rentable square foot payable for such portion
multiplied by the number of rentable square feet in such
portion; the rental rate per rentable square foot is as follows:
1st year $18.50 per Rentable Square Foot
2nd year $19.00 per Rentable Square Foot
3rd year $19.50 per Rentable Square Foot
4th year $20.00 per Rentable Square Foot
5th year $20.50 per Rentable Square Foot
6th year $21.00 per Rentable Square Foot
7th year $21.50 per Rentable Square Foot
The rate per rentable square foot shall be calculated according
to BOMA Standards for a single tenant building as that phrase
is defined in the Standard Method for Measuring Floor Area in
Office Buildings (an American National Standard ANSI/BOMA 265.1
1996 (Revised and readapted June 7, 1996) published by Building
Owners & Managers Association International;
(iii) Tenant's share of operating costs and real estate taxes shall
be reduced proportionately; and
(iv) Landlord shall, at its sole cost and expense, do all that is
necessary to separate the remainder of the Premises from the
portion recaptured by Landlord.
If Tenant requests the right to sublet a portion of the Premises and the
proposed sublease is for less than the remaining Term of the Lease and if
the Landlord elects to exercise its rights of recapture, as described
above, then at the end of the sublessee's term, the Tenant shall take back
possession of the subleased portion of the Premises for the remainder of
the then current Term of this Lease, as renewed, if applicable. When Xxxxxx
regains possession of the sublessee's portion of the Premises, Tenant shall
be subject to all the terms of this Lease and shall pay rent at the rate
provided in this Lease, even if the rent paid by the sublessee was greater
than the Rent required by this Lease. Landlord and Tenant shall execute an
amendment to this Lease to revive the Lease for the sublet portion of the
Premises being returned for the balance of the then current Term. The
rights to renewal shall be as provided in paragraph 42.
(d) As a condition to Xxxxxxxx's written consent and to any subleasing,
or assignment, assignees or the subtenants shall agree in writing to
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comply with and be bound by all of the terms, covenants, conditions,
provisions, and agreements of this Lease. Tenant shall deliver to Landlord,
an executed copy of each assignment and sublease and an agreement to comply
with the terms of the Lease signed by each assignee or sublessee.
(e) Xxxxxxxx's consent to any sale, assignment, encumbrance, subletting,
occupation, lien or other transfer shall not release Tenant from any of
Tenant's obligations hereunder, except as agreed in writing by Landlord, or
be deemed to be a consent to any subsequent occurrence. Any sale,
assignment, encumbrance, subletting, occupation, lien or other transfer of
this Lease which does not substantially comply with the provision of this
Paragraph shall be void.
(f) The liability of the Tenant named in this Lease and any immediate or
remote successor in interest of Tenant (by assignment or sublease), and the
due performance of the obligations of this Lease on Tenant's part to be
performed or observed, shall not in any way be discharged, released, or
impaired by any (i) agreement which modifies any of the rights or
obligations of the parties under the Lease, (ii) stipulation that extends
the time with which an obligation under the Lease is to be performed, (iii)
waiver of the performance of an obligation required under this Lease, or
(iv) failure to enforce any of the obligations set forth in the Lease.
Landlord shall use its best efforts to notify Tenant if any of the above
enumerated actions would substantially increase Tenant's liability.
(g) If Landlord elects to allow Tenant to assign or sublet all or any
portion of the Premises, and the sublease rent paid by the assignee or
sublessee for the Premises or the portion thereof being assigned or sublet
exceeds one hundred percent (100%) of the Rent provided by this Lease, (the
"Excess Subrent"), if the Landlord does not exercise his right to recapture
the space as provided herein, then such Excess Subrent shall be shared
equally between Tenant and Landlord. Such party's pro rata share of the
Excess Subrent shall be paid to the party within fifteen (15) business days
of receipt by the other party.
(h) Without limiting any of the provisions of this paragraph, if Tenant
has entered into any sublease of any portion of the Premises, the voluntary
or other surrender of this Lease by Tenant, or a mutual cancellation by
Landlord and Tenant, shall not work a merger (unless Landlord at its option
by notice to the subtenant elects a merger to occur) and shall not
terminate all or any subleases or subtenancies, but shall, at the option of
the Landlord, operate as an assignment to Landlord of any or all such
subleases or subtenancies.
10. INSURANCE AND INDEMNIFICATION.
(a) Tenant shall purchase at its own expense and keep in force during the
term of this Lease a policy or policies of xxxxxxx'x compensation and
commercial general liability insurance, including personal injury and
property damage, in the amount of no less than Two Million Dollars
($2,000,000) for property damage and Two Million Dollars ($2,000,000)
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per claim for personal injuries or death of persons occurring in or about
the Premises, or such other amount as Landlord shall reasonably deem
necessary, based on periodic insurance reviews in respect to injury or
damage to persons or property. Said policies shall: (i) name Landlord as an
additional insured and insure Landlord's contingent liability under the
Lease, (ii) be issued by an insurance company which is acceptable to
Landlord and licensed to do business in the State of Washington, and, (iii)
provide that such insurance shall not be canceled unless thirty (30) days
prior written notice shall have been given to Landlord. Certificates of
said policies shall be delivered to Landlord by Tenant on the Commencement
Date and upon each renewal of said insurance.
(b) If Tenant serves, distributes or sells any alcoholic beverages, the
insurance carried by Tenant shall not exclude violation of any governmental
statute, ordinance, regulation or rule pertaining to the sale, gift,
distribution or use of any alcoholic beverages and shall extend coverage
for any damages occurring at locations other than the Premises and
resulting from risks insurable by Host liquor license liability insurance.
(c) In addition to the insurance required above, Tenant shall, at its own
cost and expenses, keep and maintain in full force and effect during the
term, property insurance covering Tenant's supplies, inventory and other
personal property as well as all improvements, additions and modifications
to the Premises in an amount equal to one hundred percent of the
replacement cost. The insurance policy shall bear an endorsement that the
policy shall not be cancelled or the policy limits reduced below the
coverage required by this Lease for any reason other than non-payment of
premiums, except upon thirty (30) days prior written notice to Landlord.
Tenant shall deliver certificates of said policies to Landlord upon the
Commencement Date and upon each renewal of said insurance.
(d) If Tenant fails or refuses to maintain any insurance required herein,
Landlord may at its discretion, obtain and maintain insurance for such
items of interest to protect Landlord in such amounts as Landlord
determines to be appropriate and all premiums paid or payable by Landlord
shall be deemed to be Additional Rent and payable by Tenant as provided in
Paragraph 3 of this Lease for the payment of Rent. Failure to obtain and
maintain insurance required by this paragraph after twenty (20) days'
written notice by Landlord to Tenant of such failure shall constitute a
material breach of this Lease.
(e) Landlord shall not be liable to Tenant and Tenant hereby waives all
claims against Landlord for any injury or damage to any person or property
in or about the Premises by or from any cause whatsoever, other than
Landlord's negligence or willful acts or omissions or the gross negligence
or willful acts or omissions of Landlord's agents or employees. Landlord
shall during the term maintain such insurance as Landlord deems necessary
including replacement cost standard form property insurance and liability
insurance and shall make Tenant an
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additional insured under the liability insurance and provide Tenant
certificates of insurance, upon request.
(f) Tenant shall indemnify, defend and hold Landlord harmless from and
against any and all claims and liability, including any claims brought by
employees under any xxxxxxx'x compensation statute, for any injury or
damage to any person or property whatsoever occurring in, on, or about the
Premises, or any part thereof when such injury or damage is caused in part
or in whole by the act, neglect, fault, or omission of Tenant or Tenant's
officers, contractors, licensees, agents, servants, employees, guests,
invitees, or visitors on or about the Premises. Tenant further agrees to
indemnify and hold Landlord harmless against and from any and all claims
by or on behalf of any person, firm or corporation arising from the
conduct or management of any work or thing whatsoever done by the Tenant
in or about the Premises or from the transactions of the Tenant concerning
the Premises, and will further indemnify and hold Landlord harmless
against and from any and all claims arising from any breach or default on
the part of the Tenant in the performance of any covenant or agreement of
this Lease on the part of Tenant, or any of its officers, contractors,
licensees, agents, servants, employees, guests, invitees, or visitors on
or about the Premises together with all costs, reasonable attorneys' fees,
expenses, and liabilities incurred in connection with any such claim or
action or proceeding brought thereon. If any action or proceeding is
brought against Landlord by reason of any claim or liability, Xxxxxx
agrees to defend such action or proceeding at Tenant's sole expense by
counsel selected by Xxxxxx and reasonably satisfactory to Landlord. The
provisions of this Paragraph shall survive the expiration or termination
of the Lease with respect to any claims or liability occurring prior to
such expiration or termination for a period ending five years after the
Termination Date of this Lease.
(g) Landlord shall indemnify, defend and hold Tenant harmless from and
against any and all claims and liability for any injury or damage to any
person or property whatsoever occurring in, on or about the Premises or
any part thereof when such injury or damage is caused by the negligence or
willful misconduct of Landlord or the gross negligence or willful
misconduct of Landlord's employees or agents on or about the Premises.
Landlord further agrees to indemnify and hold Tenant harmless against and
from any and all claims by or on behalf of any person, firm or corporation
arising solely from the conduct of any work done by the Landlord in or
about the Premises, and will further indemnify and hold Tenant harmless
against and from any and all claims arising from any breach or fault on
the part of the Landlord in the performance of any covenant or agreement
of this Lease on the part of Landlord, and all costs, reasonable
attorneys' fees, expenses, and liabilities incurred in connection with any
such claim or action or proceeding brought thereon. If any action or
proceeding is brought against Tenant by reason of any claim or liability,
Landlord agrees to defend such action or proceeding at Landlord's sole
expense by counsel selected by Landlord and reasonably satisfactory to
Tenant. The provisions of this paragraph shall survive the expiration or
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termination of the Lease with respect to any claims or liability occurring
prior to such expiration or termination for a period ending five years
after the Termination Date of this Lease.
11. WAIVER OF SUBROGATION.
Landlord and Tenant hereby waive any right that each may have against the
other on account of any loss or damage arising in any manner which is
covered by policies of insurance for fire and extended coverage, theft,
public liability, workmen's compensation or other insurance now or
hereafter existing during the term hereof, provided, however, the parties
hereby covenant with each other that no insurer shall hold any right of
subrogation against either Landlord or Tenant, as the case may be.
Nothing in this paragraph shall be interpreted to have the effect of
relieving or modifying any obligation of any insurance company, and shall
be void to the extent it would have such effect.
12. SERVICES TO LANDLORD.
Landlord shall pay as part of Basic Operating Costs, all charges for
water, gas, heat, electricity, power, telephone service, sewer service and
sewer rentals charged or attributable to the Premises, and all other
services or utilities used in, upon or about the Premises during the Term
and the cost of installing meters or check meters. Such amounts shall be
billed by Landlord to Tenant at the time and in the manner Basic Operating
Costs are billed and Tenant shall pay to Landlord as Additional Rent all
such costs, expenses and charges so billed. Tenant shall not at any time
overburden or exceed the capacity of the mains, feeders, ducts, conduits
or other facilities by which utilities are supplied, distributed or
serving the Premises. In no event shall Landlord be liable for an
interruption or failure in the supply of any such utilities to the
Premises and the same shall not constitute a termination of this Lease or
eviction of Tenant except Tenant shall have the right to abatement
described in paragraph 6(c) herein.
13. ESTOPPEL CERTIFICATE.
(a) Within ten (10) days following any written request which Landlord may
make from time to time, Tenant shall execute and deliver to Landlord a
certificate substantially in the form attached hereto as Exhibit "C" and
made a part hereof, indicating thereon any exceptions thereto which may
exist at that time. Failure of the Tenant to execute and deliver such
certificate within ten (10) days of notice that such certificate is
overdue shall constitute a material default under the terms of this Lease
and an acknowledgment by Tenant that the statements included in Exhibit
"C" are true and correct without exception. Landlord and Xxxxxx intend
that any statement delivered pursuant to this Paragraph may be relied
upon by any mortgagee, beneficiary, purchaser or prospective purchaser of
the Premises or any interest therein.
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(b) Within ten (10) days following any written request from Landlord,
Tenant shall furnish its most recently publicly published financial
statements to Landlord.
14. HOLDING OVER.
(a) Any holding over after the expiration of the Term with the written
consent of the Landlord of this Lease shall be a tenancy from month to
month. The terms, covenants and conditions of such tenancy shall be the
same as provided herein and the monthly Base Rent shall be one hundred
fifty percent (150%) of the Base Rent paid monthly for the last month prior
to the expiration, plus the monthly portion of Tenant's Proportionate Share
of Basic Operating Costs. Acceptance by Landlord of Rent after such
expiration shall not result in any other tenancy or any renewal of the
Term, and the provisions of this paragraph are in addition to and do not
affect Landlord's right of re-entry or other rights provided under this
Lease or by applicable law.
(b) If Tenant shall retain possession of the Premises or any part
therefore without Landlord's consent following the expiration or sooner
termination of this Lease for any reason, then Tenant shall pay to Landlord
for each day of such retention as Base Rent two hundred percent (200%) of
the amount of the daily Base Rent for the last month prior to the date of
such expiration or termination plus a monthly portion of Tenant's
Proportionate Share of Basic Operating Expenses. Tenant shall also
indemnify and hold Landlord harmless from any loss or liability resulting
from delay by Xxxxxx in surrendering the Premises, including, without
limitation, any claims made by any succeeding tenant founded on such delay.
Acceptance of rent by Landlord following expiration or termination shall
not constitute a renewal of this Lease, and nothing contained in this
paragraph shall waive Landlord's right of re-entry or any other right.
Tenant shall be only a Tenant at sufferance, whether or not Landlord
accepts any rent from Tenant while Xxxxxx is holding over without
Xxxxxxxx's written consent.
15. SUBORDINATION.
Without the necessity of any additional document being executed by Tenant
for the purpose of effecting a subordination, this Lease shall be subject
and subordinate at all times to the lien of any mortgage or deed of trust
which may now exist or hereafter be executed in any amount for which said
building, land, or Landlord's interest or estate in any of said items, is
specified as security; provided however that Xxxxxx's subordination to any
lien arising after the date of this Lease (except only a subsequent lien
which represents the conversion of the existing construction loan secured
by the Premises to a permanent financing loan of approximately the same
principal amount) is subject to receipt by Tenant of an executed
nondisturbance agreement (in the form attached as Exhibit C or other form
acceptable to Tenant) between Tenant and the person or entity seeking
subordination of Tenant's interest. Such nondisturbance agreement is not
effective unless and until Tenant signs the Estoppel Certificate required
under paragraph 13. Landlord will use its best efforts to obtain a
nondisturbance
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agreement in favor of Xxxxxx from the holder of the permanent loan secured
by the Premises. Landlord shall also have the right to subordinate or
cause to be subordinated such liens to this Lease. In the event that any
mortgage or deed of trust is foreclosed or a conveyance in lieu of
foreclosure is made for any reason, Tenant shall, notwithstanding any
subordination, attorn to and become the Tenant of the successor in
interest to Landlord at the option of such successor in interest and
subject to the terms of a non-disturbance agreement, and thus the
successor in interest to Landlord shall respect Xxxxxx's possession of the
Premises under the Lease. Tenant covenants and agrees to execute and
deliver, upon demand by Xxxxxxxx and in the form reasonably requested by
Xxxxxxxx, any additional documents evidencing the priority or
subordination of this Lease with respect to the lien of any such mortgage
or deed of trust.
16. RULES AND REGULATIONS.
Tenant shall faithfully observe and comply with the rules and regulations
printed on or annexed to this Lease as Exhibit "D" and all reasonable
modifications thereof and additions thereto from time to time put into
effect by Landlord to the extent such rules and regulations are not
inconsistent with the terms of this Lease or contrary to Laws, do not
interfere with Xxxxxx's operations, are not discriminatory, and do not
substantially increase the costs of Tenant to comply.
17. RE-ENTRY BY LANDLORD.
Landlord reserves and shall at all times have the right to re-enter the
Premises to inspect the same, after reasonable prior notice to Tenant, to
supply janitor service and any other service to be provided by Landlord to
Tenant hereunder, to show said Premises to prospective purchasers or
mortgagees or to show said Premises to prospective tenants during the last
six (6) months of the term, to post notice of non-responsibility, and to
alter, improve, or repair the Premises and any portion of the Premises,
without abatement of Rent, (except as provided in paragraph 6(c)) and may
for that purpose erect, use, and maintain scaffolding, pipes, conduit, and
other necessary structures in and through the Premises where reasonably
required by the character of the work to be performed, provided that
entrance to the Premises shall not be blocked thereby, and further provided
that the business of Tenant shall not be interfered with unreasonably or
for prolonged periods of time. For each of the aforesaid purposes, Landlord
shall at all times have and retain a key with which to unlock all of the
doors in, upon, and about the Premises, excluding Tenant's vaults and
safes, or special security areas (designated in advance by written notice
to Landlord), and Landlord shall have the right to use any and all means
which Landlord may deem necessary or proper to open said doors in an
emergency, in order to obtain entry to any portion of the Premises. Any
such emergency entry to the Premises, or portions thereof obtained by
Landlord by any of said means, or otherwise, shall not under any
circumstances be construed or deemed to be a forcible or unlawful entry
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into, or a detainer of, the Premises, or an eviction, actual or
constructive, of Tenant from the Premises or any portions thereof.
18. INSOLVENCY OR BANKRUPTCY.
(a) If Tenant becomes a debtor under Chapter 7 of the Bankruptcy Code
("Code"), or if a petition for reorganization or adjustment of debts is
filed concerning Tenant under Chapters 11 or 13 of the Code, or a
proceeding is filed under Chapter 7 of the Code and is transferred to
Chapters 11 or 13 of the Code, the Trustee or Tenant, and as
debtor-in-possession, may not elect to assume this Lease unless, at the
time of such assumption, the Trustee or Tenant has:
(i) cured all defaults under the Lease and paid all sums due and
owing under the Lease, or provided Landlord with "adequate
assurance" (as defined below) that (1) within ten (10) days from
the date of such assumption, the Trustee or Tenant will
completely pay all sums due and owing under this Lease and
compensate Landlord for any actual pecuniary loss resulting from
any existing defaults or breach of this Lease, including,
without limitation, Landlord's reasonable costs, expenses,
accrued interest, and attorney fees and costs incurred as a
result of the default or breach and/or as a result of the filing
of the petition in bankruptcy;
(ii) within twenty (20) days from the date of such assumption, the
Trustee or Tenant will cure all non-monetary defaults and
breaches under the Lease, or if the nature of such non-monetary
defaults is such that more than twenty (20) days are reasonably
required for such cure that the Trustee or Tenant will commence
to cure such non-monetary defaults within twenty (20) days and
thereafter diligently prosecute such cure to completion; and
(iii) the assumption will be subject to all of the provisions of the
Lease.
(b) For purposes of this paragraph, Landlord and Tenant acknowledge that in
the context of a bankruptcy proceeding involving Tenant, at a minimum,
"adequate assurance" shall mean (i) that Trustee or Tenant has and will
continue to have sufficient funds to fulfill the obligations of Tenant
under this Lease; (ii) the Bankruptcy Court shall have entered an order
segregating sufficient cash payable to Landlord and/or the Trustee or
Tenant shall have granted a valid and perfected first lien and security
interest and/or mortgage in or on the property of Trustee or Tenant
acceptable as to value and kind to Landlord to secure to Landlord the
obligation of the Trustee or Tenant to cure the monetary and/or
non-monetary defaults and breaches under this Lease within the time period
set forth above; and (iii) the Trustee or Tenant, at the very minimum,
shall deposit a sum equal to two (2) months Base Rent to be held by
Landlord (without any
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allowance for interest thereon) to secure Xxxxxx's future performance
under the Lease.
(c) If the Trustee or Tenant has assumed the Lease pursuant to the
provisions of this paragraph for the purpose of assigning Xxxxxx's
interests hereunder to any other person or entity, such interest may be
assigned only after the Trustee, Tenant, or the proposed assignee has
complied with all the terms, covenants, and conditions of this Lease,
including without limitation those with respect to additional rent.
Landlord and Tenant acknowledge that such terms, covenants and conditions
are commercially reasonable in the context of a bankruptcy proceeding by
Tenant. Any person or entity to which the Lease is assigned pursuant to
the provisions of the Code shall be deemed without further act or deed to
have assumed all of the obligations arising under this Lease on and after
the date of such assignment. Any such assignee shall, upon request,
execute and deliver to Landlord an instrument confirming such assignment.
(d) Upon the filing of a petition by or against Tenant under the Code,
Tenant, as debtor and debtor-in-possession, and any Trustee who may be
appointed, agree to adequately protect Landlord as follows: (i) to perform
each and every obligation of Tenant under this Lease until such time as
this Lease is either rejected or assumed by order of the Bankruptcy Court;
(ii) to pay all monetary obligations required under this Lease, including
without limitation the payment of Base Rent, Xxxxxx's share of the
increase in Operating Costs, and any other sums payable by Tenant to
Landlord under this Lease which is considered reasonable compensation for
the use and occupancy of the Premises; (iii) provide Landlord a minimum of
thirty (30) days prior written notice, unless a shorter period is agreed
to by the parties, of any proceeding relating to any assumption of the
Lease or any intent to abandon the Premises, which abandonment shall be
deemed a rejection of the Lease; and (iv) to perform for the benefit of
the Landlord as required otherwise under the Code.
Failure of Tenant to comply with the above shall result in automatic
rejection of the Lease.
19. DEFAULT.
A party's failure to perform or honor any covenant, condition or
representation made under this Lease shall constitute a default hereunder
by the party acting or failing to act upon the expiration of the
applicable cure period set forth in this Paragraph following written
notice of the default. If the default is failure to pay Rent, Additional
Rent, or other monetary sum, then the defaulting party shall have a
period of ten (10) days from the date of the notice to cure as provided by
statute. Except as otherwise provided in this Lease, a party shall have a
period of thirty (30) days from the date of the notice to cure any default
under this Lease that is not a default in payment of Rent or Additional
Rent; provided, however, that with respect to any default which cannot
reasonably be cured within thirty (30) days, the party in default shall
have additional time necessary to
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cure the default so long as that party commences to cure within thirty
(30) days from the other party's notice, and continues to prosecute
diligently the curing thereof. Upon a default under this Lease by either
party following failure to cure by the defaulting party within the
permissible time period, the non-defaulting party, as specified below
and after due process of law, shall have any or all of the following
rights and remedies in addition to, or as an alternative to, at the
non-defaulting party's option, any other rights or remedies available to
the non-defaulting party at law or in equity. All such rights and remedies
are cumulative:
(a) If Tenant is the defaulting party, the unpaid balance of any amounts
advanced by Landlord to Tenant for Tenant Improvements shall be
immediately due and payable without notice of acceleration. Landlord may
avail itself of all remedies available to collect said amounts, which are
deemed to be Additional Rent, including commencing action for eviction
and/or exercising any and all other remedies available under this Lease or
in law and equity.
(b) If the Tenant is the defaulting party, the Lease may be terminated at
the option of Landlord by notice in writing to Tenant. If the Landlord
gives notice of termination, the Lease will be deemed terminated as of the
date specified in the notice and the Tenant shall have no further rights
or obligations under the Lease except as provided in this Paragraph 19,
which shall survive termination of the Lease.
(c) Unless the Lease is terminated as provided in subparagraph (b), the
Lease will continue in full force and effect, except Xxxxxx's right to
possession of the Premises may be terminated at any time, at the option
of Landlord, by notice in writing to Tenant. If Landlord gives notice to
Tenant as herein provided, Xxxxxx's right to possession of the Premises
will be deemed terminated as of the date specified in Landlord's notice,
and Landlord may from time to time, but shall not be obligated to, sublet
the Premises or any part thereof for such term or terms and at such rent
and such other terms as is commercially reasonable, with the right to make
alterations and repairs to the Premises. Upon each subletting, at the
option of Landlord: (i) either Tenant shall be immediately liable to pay
to Landlord, in addition to indebtedness other than rent due hereunder,
the cost of such subletting and such alterations and repairs incurred by
Landlord and the amount, if any, by which the rent received for the period
of such subletting is less than the amount to be paid as rent for the
Premises for such period, or (ii) Landlord shall apply rents received from
such subletting first, to payment of any indebtedness other than rent due
hereunder from Tenant to Landlord; second, to the payment of any costs of
subletting and of any alterations and repairs; third, to payment of rent
due and unpaid hereunder; and the residue, if any, shall be held by
Landlord and applied in payment of future rent as the same becomes due
hereunder. If, under option (i), the rent shall not be promptly paid to
Landlord by the subtenant(s), or if, under option (ii), the rentals
received from the subletting during any month are less than all amounts
owed for that month by Tenant hereunder, Tenant shall pay any
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such deficiency to Landlord. Such deficiency shall be calculated and paid
monthly.
Unless and until the Lease is terminated as provided in subparagraph (b),
Tenant shall continue to be liable to Landlord for rent and all other
amounts owing under the Lease when and as they become due, whether or not
Tenant's possession of the Premises has been terminated, and whether or not
the Premises are sublet by Landlord. No act or omission by Landlord shall
be construed as an election on its part to terminate this Lease unless a
written notice of such intention is given to Tenant as provided in
subparagraph (b). Notwithstanding any action taken by Landlord under this
subparagraph, Landlord may at any time thereafter elect to terminate this
Lease for such previous uncured or continuing breach.
(d) Upon termination of the Lease as provided in subparagraph (b) and/or
upon termination of Tenant's right to possession of the Premises, as
provided in subparagraph (c), Landlord may re-enter and take possession of
the Premises, and may remove any persons or property by legal action or any
other lawful means and without liability for damages. Any of Tenant's
property remaining on the Premises, including, without limitation,
equipment, inventory, furnishings and trade fixtures, shall be deemed to
have been abandoned by Tenant, upon five (5) days written notice to Tenant,
and shall be and become the property of Landlord; provided, however, that
Landlord may, in its sole discretion, reject the property and elect instead
to store such property in a public warehouse or elsewhere at the cost of
and for the account of Tenant, and further may, but shall not be obligated
to, upon five (5) days written notice to Tenant, sell such property and
apply the proceeds therefrom in accordance with applicable law.
(e) In the event the Lease is terminated as provided in subparagraph (b)
above, Landlord shall be entitled to recover immediately, without waiting
until the due date of any future Rent or until the date fixed for
expiration of the Term provided in the Lease, all of the following amounts
as damages:
(1) All past due Rent and other amounts owing by Tenant to Landlord
pursuant to the terms of this Lease as of the date of termination of the
Lease; and
(2) All costs associated with Tenant's default, whether or not suit
was commenced, including, without limitation, costs of re-entry and
re-letting, costs of clean-up, refurbishing, removal of Tenant's property
and fixtures, other expenses occasioned by Xxxxxx's failure to quit the
Premises upon termination and to leave them in the required condition, any
remodeling costs, reasonable attorneys fees, court costs, broker
commissions, and advertising costs; and
(3) The loss of the reasonable rental value of the Premises from the
date of termination of the Lease until a new Tenant has been, or with the
exercise of reasonable efforts, could have been secured; and
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(4) Any excess of the value of the rent and all of Tenant's other
obligations under this Lease, as if the Lease had not been terminated, over
the reasonable expected return from the Premises for the period commencing
on the earlier of the date of trial or the date of the Premises are relet
and continuing through the end of the term. The present value of future
amounts will be computed using a discount rate equal to the lowest prime
interest rate announced by a major Washington bank on short-term commercial
loans for its most credit-worthy customers, in effect on the date of trial
or the date the Premises are relet. Xxxxxxxx is entitled to all said
amounts to the extent they are required to make Landlord whole together
with double damages as provided by law.
(f) Landlord may, in its sole discretion, sue periodically to recover
damages during the period corresponding with the remainder of the Term, if
the Lease has not been terminated. No action for damages shall bar a later
action for damages subsequently accruing or, in the alternative, Landlord
may elect to call the entire amount of rental for the balance of the term,
or what would have been the balance of the term if the Lease had not been
terminated as provided in subparagraph (b), immediately due and payable,
which rent shall be paid by Tenant to Landlord as liquidated damages.
(g) To the extent required by law, both Landlord and Tenant have the
obligation to take reasonable steps to mitigate their damages caused by any
default under this Lease.
20. DAMAGE BY FIRE, ETC.
(a) If the Premises are damaged or destroyed by fire or other casualty such
that the repairs can be made within one hundred fifty (150) days from the
date of such damage, then Landlord shall forthwith repair the same to the
condition that existed on the date of the damage, under the laws and
regulations of the federal, state, and local governmental authorities
having jurisdiction thereof. In such event, this Lease shall remain in full
force and effect except that Tenant shall be entitled to a proportionate
abatement of rent while such repairs to be made hereunder by Xxxxxxxx are
being made. Said proportionate abatement shall be based on the rental rates
per rentable square foot in Paragraph 9(c) above, and the extent to which
the making of such repairs to be made hereunder by Landlord shall interfere
with the business carried on by Tenant on the Premises. If such damages or
destruction resulted from the act, fault or neglect of Tenant, then rent
shall xxxxx only to the extent Landlord receives proceeds from Landlord's
rental income insurance policy to compensate Landlord for the loss of such
rent.
Within thirty (30) days from the date of such damage, Landlord shall notify
Tenant whether or not such repairs can be made within one hundred fifty
(150) days from the date of such damage. If and to the extent such damage
or destruction is not fully covered by Landlord's insurance policy,
Landlord shall have the right to terminate this Lease upon written notice
of such election to terminate within thirty (30)
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days from the date of such damage or destruction. If the Landlord
determines that such repairs cannot be made within one hundred fifty (150)
days from the date of such damage or destruction, then Landlord shall have
the option within thirty (30) days of the date of such damage or
destruction either to: (a) notify Tenant of Landlord's intention to repair
the damage, in which event this Lease shall continue in full force and
effect and the Rent shall be reduced as provided herein; or (b) notify
Tenant of Landlord's intention to terminate this Lease as of the date
specified in such notice which date shall be not less than thirty (30) days
nor more than sixty (60) days after such notice is given. In case of
termination of the Lease by Landlord, (i) the rent shall be partially
abated by a proportionate amount based upon the rental rates per rentable
square foot in Paragraph 9(c) above, and the extent to which said damage
interfered with the business carried on by Tenant in the Premises, and the
Tenant shall pay such reduced rent up to the date of termination specified
in Landlord's notice; and (ii) the unused Security Deposit and unearned
rent paid by the Tenant under this Lease shall be returned to Tenant
immediately upon such termination. The repairs to be made hereunder by
Landlord shall not include, and Landlord shall not be required to repair,
any damage by fire or other cause to Tenant's Personal Property or any
repairs or replacements of any paneling, decorations, railings, floor
coverings, or any alterations, additions, fixtures or improvements
installed on the Premises by or at the expense of Tenant.
If Landlord determines that the repairs cannot be made within one hundred
fifty (150) days and elects to terminate the Lease, Tenant may request that
Xxxxxxxx's determination be reviewed by a Repair Architect. If the parties
cannot agree on a selection of a Repair Architect within ten (10) days
following Xxxxxx's written notice to Landlord that it wishes a Repair
Architect to settle the matter, both Tenant and Landlord shall appoint a
Repair Architect within five (5) days who shall in turn select a third
Repair Architect. The decision of the third Repair Architect shall be
rendered within thirty (30) days from the date he is appointed and shall be
binding upon the parties. The matter shall not be submitted to a Repair
Architect if Landlord's insurance would not cover the required repairs. If
the Repair Architect determines that the repairs cannot be made within one
hundred fifty (150) days, then the Lease shall be terminated as of the date
the decision of the Repair Architect is rendered. The parties shall share
equally the cost of the Repair Architect.
(b) If at the time of any such damage, less than one (1) year remains in
the Term and Tenant has not exercised its option to extend the Term then
either Landlord or Tenant, at either's sole option, shall have the right to
terminate this Lease.
21. EMINENT DOMAIN.
(a) If any part of the Premises shall be taken or appropriated under the
power of eminent domain or conveyed in lieu thereof and said taking
materially interferes with Tenant's business or Landlord's ability to Lease
the Premises, Landlord shall have the right to terminate this
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Lease. In such event, Landlord shall receive, and Tenant shall assign to
Landlord upon demand from Landlord, any and all income, rent, award or any
interest thereon which may be paid or owed in connection with the exercise
of such power of eminent domain or conveyance in lieu thereof. Tenant shall
have no claim against Landlord or against the agency exercising such power
or receiving such conveyance, for any part of such sum paid by virtue of
such proceedings. Notwithstanding the foregoing, Tenant may pursue its
remedies against the condemning agency for the value of the unexpired Term,
and for reimbursement for the value of its personal property, moving and
relocation expenses and value of improvements made to the Premises at
Tenant's expense after the Commencement Date so long as said action does
not act to diminish Landlord's recovery of its loss.
If a part of the Premises shall be so taken or appropriated or conveyed and
Landlord shall elect not to terminate this Lease, Landlord shall
nonetheless receive (and Tenant shall assign to Landlord upon demand from
Landlord) any and all income, rent, award or any interest thereon paid or
owed in connection with such taking, appropriation or conveyance. If the
Premises have been damaged as a consequence of such partial taking or
appropriation or conveyance, Landlord shall restore the Premises continuing
under this Lease at Landlord's cost and expense provided that such
restoration can be made within one hundred fifty (150) days of the time the
property so taken is appropriated or conveyed. If restoration cannot be
made within one hundred fifty (150) days from the time of taking, Landlord
shall notify Tenant within sixty (60) days of such taking and Landlord or
Tenant shall have the right to cancel this Lease by giving the other
written notice of its intention to cancel within thirty (30) days of the
date of Landlord's notice.
If Landlord determines that the repairs cannot be made within one hundred
fifty (150) days and elects to terminate the Lease, Tenant may request that
Xxxxxxxx's determination be reviewed by a Repair Architect. If the parties
cannot agree on the selection of a Repair Architect within ten (10) days
following Xxxxxx's written notice to Landlord that it wishes a Repair
Architect to settle the matter, both Tenant and Landlord shall appoint a
Repair Architect within five (5) days who shall in turn select a third
party Architect. The decision of the third Repair Architect shall be
rendered within thirty (30) days from the date he is appointed and shall be
binding upon the parties. The matter shall not be submitted to a Repair
Architect if Landlord's insurance would not cover the required repairs. If
the Repair Architect determines that the Lease can be terminated as decided
by the Landlord, the Lease shall be terminated as of the date the decision
of the Repair Architect is rendered. The parties shall share equally the
cost of the Repair Architect.
(b) If Landlord and/or Tenant elect not to cancel this Lease, it shall
remain in full force and effect except that Tenant shall be entitled to a
proportionate abatement in Rent while restoration is being made by
Landlord. Such proportionate abatement shall be based upon the rental rates
per rentable square foot in Paragraph 9(c) above, and the extent to which
the taking, appropriation or conveyance and the restoration
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being made by Landlord interferes with the business operations carried on
by Tenant in the Premises. Landlord will not be required to repair or
restore any injury or damage to Tenant's Personal Property or make any
repairs or restoration to any alterations, additions, fixtures or
improvements installed in the Premises by or at the expense of Tenant.
(c) Notwithstanding anything to the contrary contained in this paragraph,
if the temporary use or occupancy of any part of the Premises is taken or
appropriated under power of eminent domain during the Term and such
temporary use or occupancy continues for one hundred fifty (150) days or
less and does not materially interfere with Xxxxxx's ability to continue
to operate its business at the Premises, this Lease shall be and remain
unaffected by the taking or appropriation and Tenant shall continue to pay
in full all Rent payable hereunder by Xxxxxx during the Term. In the event
of any temporary appropriation or taking, Tenant shall be entitled to
receive that portion of any award which represents compensation for the
use or occupancy of the Premises during the term of this Lease, and
Landlord shall be entitled to receive that portion of any award which
represents the cost of restoration of the Premises and the use and
occupancy of the Premises after the end of the term of this Lease.
22. SALE BY LANDLORD.
In the event of a sale or conveyance by Landlord of the Premises, the same
shall operate to release Landlord from any future liability upon any of
the covenants or conditions, express or implied, herein contained in favor
of Xxxxxx and becoming due or arising thereafter, and in such event Xxxxxx
agrees to look solely to the responsibility of the successor in interest
of Landlord in and to this Lease as to any liability becoming due or
arising thereafter. If Landlord transfers the Security Deposit and other
deposits held to its successor, Tenant hereby releases Landlord from
liability for all deposits paid by Xxxxxx and released by Landlord to
Landlord's successor. This Lease shall not be affected by any such sale,
and Xxxxxx agrees to attorn to the purchaser or assignee. As a material
consideration for entering into this Lease, Xxxxxxxx agrees not to sell or
convey the Premises or assign Landlord's interest in this Lease before
Xxxxxx takes possession of the Premises.
23. RIGHT OF LANDLORD TO PERFORM.
All covenants and agreements to be performed by Tenant under any of the
terms of this Lease shall be performed by Tenant at Tenant's sole cost and
expense and, without any abatement of rent, except as otherwise provided
in this Lease. If Tenant shall fail to pay any sum of money, other than
Rent or Additional Rent, required to be paid by it hereunder or shall fail
to perform any other act on its part to be performed hereunder, and such
failure shall continue after expiration of the notice period required by
the Lease, if any, Landlord may, but shall not be obligated to do, and
without waiving or releasing Tenant from any obligations of Tenant, to
make any such payment or perform any such act on Tenant's part to be made
or performed as in this Lease provided.
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All sums so paid by Landlord and all necessary incidental costs (together
with interest thereon at the rate of twelve percent (12%) per annum or
four percent (4%) above the prime rate of US Bank per annum, whichever is
more, from the date of such payment by Landlord, and shall be payable as
Additional Rent to Landlord on demand, and Tenant covenants to pay any
such sums. Landlord shall have, in addition to any other right or remedy
of Landlord, the same rights and remedies in the event of nonpayment
thereof by Tenant as in the case of default by Tenant in the payment of
the Rent.
24. SURRENDER OF PREMISES.
(a) At the end of the Term (as it may be extended) or other sooner
termination of this Lease, or upon termination of Tenant's right to
possession, Tenant will peaceably deliver up to Landlord possession of the
Premises, together with all improvements or additions upon or belonging to
same, by whomsoever made, in the same condition as received or first
installed, ordinary wear and tear, damage by fire, earthquake, Act of God,
the elements, other casualty condemnation, or the negligence or willful
misconduct of Landlord, or the gross negligence or willful misconduct of
Landlord's agents or employees excepted. Tenant may, prior to or upon the
termination of this Lease or termination of Tenant's right to possession,
remove any property or items which Tenant is entitled to remove under this
Lease, at Tenant's sole cost, repairing any material damage caused by such
removal. Property not so removed upon the termination of this Lease or
upon termination of Tenant's right to possession shall be deemed abandoned
by Tenant, and title to the same shall thereupon pass to Landlord. Upon
request by Xxxxxxxx, unless otherwise agreed to in writing by Landlord,
Tenant shall remove, at Tenant's sole cost, any or all permanent
improvements or additions to the Premises installed by or at the expense
of Tenant after Xxxxxx took possession of the Premises or which were
designated by Landlord at the time of construction to be removed by Tenant
upon termination and all movable furniture and equipment belonging to
Tenant which are not Tenant Alterations. Tenant shall repair any material
damage resulting from such removal.
(b) At Landlord's option, the voluntary or other surrender of this Lease
by Xxxxxx, or mutual cancellation thereof, shall not work a merger, and
shall operate as an assignment of any and all subleases or subtenancies.
25. WAIVER.
If either Landlord or Tenant waives the performance of any term, covenant
or condition contained in this Lease, such waiver shall not be deemed to
be a waiver of any subsequent breach of the same or any other term,
covenant or condition contained herein. Furthermore, the acceptance of
Rent by Landlord shall not constitute a waiver of any preceding breach by
Tenant of any term, covenant or condition of this Lease, regardless of
Landlord's knowledge of such preceding breach at the time Landlord
accepted such Rent. Failure by either party to enforce any of the terms,
covenants or conditions of this Lease for any
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length of time shall not be deemed to waive or to decrease the right of
either party to insist thereafter upon strict performance by the other
party. Waiver by either party or any term, covenant or condition
contained in this Lease may only be made by a written document signed by
the party waiving such term, covenant or condition.
26. NOTICES.
All notices, requests and demands which may be or are required to be
given by either party to the other hereunder shall be in writing. All
notices and demands by Landlord to Tenant shall be sent by United States
certified or registered mail, postage prepaid, or by overnight courier
service, addressed to Tenant at the Premises address, or to such other
place as Tenant may from time to time designate in a notice to Landlord,
with a copy to Xxxxxx Xxxxxx, Xxxxx Xxxxx LLP, 000 Xxxxxxxxxx Xxxxxx,
#0000, Xxxxxxx, XX 00000. All notices and demands by Tenant to Landlord
shall be sent by United States certified or registered mail, postage
prepaid, addressed to Landlord at the address specified in the Basic
Lease Information, or to such other firm or to such other place as
Landlord may from time to time designate in a notice to Tenant. All
notices and demands shall be deemed given on the date personally
delivered to the address designated above or on the date mailed as
provided above.
27. OPERATING COSTS.
In addition to Base Rent provided to be paid hereunder, Tenant shall pay,
as Rent, Tenant's Proportionate Share of Basic Operating Costs in the
manner set forth below; provided, however, that if Tenant occupies less
than the entire building, then Xxxxxx's Proportional Shares of Basic
Operating Costs shall be reduced by the percentage of the space in the
building occupied by other tenants calculated using BOMA Standard
measurements of the other tenant's spaces divided by 35,320 square feet.
(a) Definition: For purposes hereof, the terms used in this paragraph
shall have the following meanings:
(1) "Basic Operating Costs" shall mean, all expenses and costs of
every kind and nature to the extent attributable to the Term which
Landlord shall pay or become obligated to pay during the Term because of
or in connection with the ownership and operation of the Premises
(excluding the items in Paragraph 7(b) above) including, but not limited
to, the following:
(i) All wages, salaries and related expenses and benefits of all
on-site and off-site employees of Landlord (excluding officers) engaged
directly in the operation, management, maintenance, engineering and
security of the Premises to the extent attributable to the Premises;
provided, however, that Basic Operating Cost shall not include leasing
commissions paid to any real estate broker, salesperson or agent.
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(ii) Supplies, materials, tools and rental of equipment to the
extent used in the operation, management and maintenance of the Premises.
(iii) Utilities, including water and power, gas, sewer, heating,
lighting, air conditioning and ventilating of the Premises.
(iv) All parking lot maintenance, janitorial and service
agreements for the Premises and the equipment therein, including without
limitation, alarm services, garbage and waste disposal, security service,
water treatment, vermin extermination, landscaping, window cleaning and
elevator maintenance, subject to the obligations of Landlord under
paragraph 9 of this Lease.
(iv) A management fee not to exceed three and one-half percent
(3 1/2%) of the Base Rent derived from the Premises.
(v) Reasonable legal expenses, accounting expenses and the cost
of audits by certified public accountants attributable to operation of
the Premises; provided, however, that legal expenses chargeable as Basic
Operating Cost shall not include the cost of negotiating leases,
collecting rents or evicting other tenants nor shall it include costs
incurred in legal proceedings with or against any other tenant or to
enforce the provisions of any Lease.
(vi) All insurance premiums and costs for insurance on the
Premises obtained by Landlord, including but not limited to, the premiums
and cost of fire, casualty and liability coverage, and rental abatement
and earthquake insurance (if Landlord elects to provide such coverage)
applicable to the Premises and Landlord's personal property used in
connection therewith and any deductible payments incurred by reason of the
insured loss.
(vii) Repairs, replacement and general maintenance of the Premises
due to ordinary wear and tear or to maintain Landlord's building standard
(excluding repairs and general maintenance paid by proceeds of insurance
or by Tenant or other third parties, and the alterations attributable
solely to tenants of the Premises other than Tenant).
(viii) All maintenance costs relating to public and service areas
of the Premises, including (but without limitation) sidewalks,
landscaping, service areas and mechanical rooms.
(ix) All installments of taxes and assessments and governmental
charges, whether federal, state, country or municipal, and whether by
taxing districts or authorities presently taxing the Premises or by
others, whether subsequently created or otherwise, and whether foreseen
or unforeseen, and any other installments of taxes and assessments
attributable to the Premises, whether or not directly paid by Landlord,
including rent taxes, gross receipt taxes, business license taxes and
fees for permits for the Premises, and any other tax or charge levied
wholly or partly in lieu thereof, excepting only
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inheritance or estate taxes and state or federal income taxes computed on
the basis of the net income of the owners of the Premises; provided that
all installments payable by Tenant under this paragraph shall be limited
to those installments attributable to the Term.
(x) Depreciation or amortization (together with reasonable financing
charges) of capital improvements made to the Premises subsequent to the
Commencement Date which will improve the operating efficiency of the
Premises or which may be required to comply with laws, ordinances, rules
or regulations promulgated, adopted or enforced after Commencement Date to
the extent said capital improvements reduce the operating costs or enhance
the life safety systems of the building.
(xi) All reasonable costs of contesting any law applicable to the
Premises or the amount of any taxes affecting the Premises.
Notwithstanding anything to the contrary in this Lease, Basic Operating
Costs shall not include (aa) the initial construction cost of the Premises;
(bb) depreciation on the initial construction of the Premises; (cc) the
cost of providing Tenant Improvements to Tenant or any other tenant; (dd)
debt service or amortization (including, but without limitation, interest,
principal and any impound payments) required to be made on any mortgage or
deed of trust recorded with respect to the Premises; (ee) the cost of
special services, goods or materials provided to any tenant; (ff) any bad
debt, rent loss, or reserves for bad debt or rent loss; (gg) any expense
for which Landlord is compensated through proceeds of insurance except
deductible amounts paid by Landlord; (hh) any fine, interest or penalty
levied against Landlord; (ii) costs of a capital nature including, without
limitation, capital improvements, capital repairs, capital equipment, and
capital tools, as determined under generally accepted accounting principles
consistently applied; (jj) advertising or promotional expenses; (kk)
expense for replacement of any items to the extent covered by a warranty;
(ll) costs attributable to activities Landlord is responsible to pay for
under this Lease; (mm) costs attributable to repair or replacement arising
from construction or design defects, or refinancing or sale of the Premises
or negligence or willful misconduct of Landlord or gross negligence or
willful misconduct of Landlord's agents and invitees; (nn) costs paid to
subsidiaries or affiliates of Landlord that exceed the costs of similar
services from third parties; (oo) other expenses that under generally
accepted accounting principles consistently applied would not be considered
normal maintenance, repair, replacement due to ordinary wear and tear or to
maintain Landlord's building standard, management or operating expenses.
All costs and expenses shall be determined in accordance with generally
accepted accounting principles which shall be consistently applied (with
accruals appropriate to Landlord's business). Basic Operating Costs shall
not include specific costs incurred for the account of, separately billed
to and paid by specific tenants. Landlord shall not recover any item of
cost more than once. Any costs that may be Basic Operating Costs shall be
capitalized and allocated over their useful life in accordance with
generally accepted accounting principles.
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(2) "Estimated Basic Operating Costs" for any particular Fiscal Year
shall mean Landlord's estimate of the Basic Operating Costs for such
Fiscal Year as hereinafter provided. Landlord shall have the right from
time to time to revise its Fiscal Year and interim accounting periods so
long as the periods as so revised are reconciled with prior periods in
accordance with generally accepted accounting principles consistently
applied.
(3) "Basic Operating Cost Adjustment" shall mean the difference
between Basic Operating Costs and Estimated Basic Operating Costs for any
Fiscal Year determined as hereinafter provided.
(b) Payment of Estimated Basic Operating Costs. During the last month of
each Fiscal Year during the Term, or as soon thereafter as practicable,
Landlord shall give Tenant written notice of the Estimated Basic Operating
Costs for such Fiscal Year. The Fiscal Year is as specified in the Basic
Lease Information. The Estimated Basic Operating Costs for the Fiscal Year
in which the Commencement Date falls is set forth in the Basic Lease
Information sheet. Tenant shall pay in advance one twelfth (1/12th) of one
hundred percent (100%) of the Estimated Basic Operating Costs with each
monthly installment of Basic Rent required to be paid pursuant to paragraph
3 above for the Fiscal Year to which the estimate applies on the first day
of each calendar month during such Fiscal Year. Such payment shall be
construed to be Rent for all purposes hereof. If at any time during the
course of a Fiscal Year, Landlord determines that Basic Operating Costs
will materially vary from the then Estimated Basic Operating Costs,
Landlord may, by written notice to Tenant, revise the Estimated Basic
Operating Costs for the balance of such Fiscal Year and Tenant shall pay
Tenant's Proportionate Share of Estimated Basic Operating Costs as so
revised for the balance of the then current Fiscal Year on the first day
of each calendar month thereafter. Such revised installment amounts are
Rent for all purposes hereof. Failure to revise the amount paid shall not
diminish Landlord's right to collect all Basic Operating Costs from Tenant
as Additional Rent.
(c) Computation of Basic Operating Costs Adjustment. Within ninety (90)
days after the end of each Fiscal Year, or as soon after the end of the
Fiscal Year as practicable, Landlord shall deliver to Tenant a statement
of Basic Operating Costs for the Fiscal Year just ended, accompanied by a
computation of the Basic Operating Costs Adjustment. If such statement
shows that Xxxxxx's payments of Estimated Basic Operating Costs is less
than Tenant's Proportionate Share of Basic Operating Costs, then Tenant
shall pay the difference within thirty (30) days after receipt of such
statement, such payment to constitute Additional Rent hereunder. If such
statement shows that Xxxxxx's payments of Estimated Basic Operating Costs
exceed Xxxxxx's Proportional Share of Basic Operating Costs, then
(provided that Tenant is not in default under this Lease) Landlord shall
so notify Tenant and reimburse Tenant for the overpayment within thirty
(30) days of notification to Tenant of the overpayment. If this Lease has
been terminated or the Term hereof has expired prior to the date of such
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statement, then the Basic Operating Costs Adjustment shall be paid by the
appropriate party within twenty (20) days after the date of delivery of the
statement.
(d) Net Lease. This shall be a net Lease and Base Rent shall be paid to
Landlord net of all costs and expenses of repairing, operating and
maintaining the Premises. The provisions for payment of Basic Operating
Costs by means of periodic payments of Tenant's Proportionate Share of
Estimated Basic Operating Costs and the Basic Operating Costs Adjustment
are intended to pass on to Tenant and reimburse Landlord for the costs and
expenses of the nature described in Paragraph 27(a)(1) above incurred in
connection with ownership and operation of the Premises now and in
subsequent years as may reasonably be determined by Landlord to be
necessary to the Premises.
(e) Tenant Audit. Tenant shall have the right, at Xxxxxx's expense and upon
not less than seven (7) days prior written notice to Landlord, to review at
reasonable times Landlord's books and records for any Fiscal Year, or
portion of which that falls within the Term for the purposes of verifying
Landlord's determination and calculation of Basic Operating Costs and Basic
Operating Costs Adjustment. In the event that Tenant shall dispute the
amount set forth in any statement provided by Landlord under paragraph
27(c) above, Tenant shall have the right, not later than sixty (60) days
following the receipt of such statement to cause Xxxxxxxx's books and
records with respect to such Fiscal Year to be audited by certified public
accountants selected by Tenant subject to Landlord's reasonable right of
approval as to selection of the accountants and upon condition that Tenant
shall first deposit with Landlord the full amount in dispute. The Basic
Operating Costs Adjustment shall be appropriately adjusted on the basis of
such audit. If such audit discloses a liability for a refund or credit by
Landlord to Tenant in excess of ten percent (10%) of Tenant's Proportionate
Share of Basic Operating Costs Adjustment previously reported, the cost of
such audit shall be borne by Landlord. Otherwise the cost of such audit
shall be paid by Tenant. If Tenant shall not request an audit in accordance
with the provisions of this subparagraph 27(e) within sixty (60) days of
receipt of Landlord's statement provided pursuant to paragraph 27(c), such
statement shall be final and binding for all purposes hereof. Any
discrepancy revealed by an audit under this subparagraph shall be promptly
paid by the party owing the money based on the results. Amounts not paid
upon demand shall bear interest at the rate of twelve percent (12%) per
annum or four percent (4%) above the prime rate of US Bank per annum,
whichever is more, from five (5) days after the date of the demand until
paid in full.
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28. TAXES PAYABLE BY TENANT.
Landlord shall pay and Tenant shall reimburse Landlord for any and all
installments of taxes levied or assessed and which become payable by
Landlord (or Tenant) during the term of this Lease (excluding, however,
state and federal personal or corporate income taxes measured by the income
of Landlord from all sources, capital stock taxes, and estate and
inheritance taxes and taxes levied on Tenant's personal property), whether
or not now customary or within the contemplation of the parties hereto,
which are based upon, measured by or otherwise calculated with respect to:
(a) the gross or net payable under this Lease, including, without
limitation, any gross receipts tax levied by any taxing authority, or any
other gross income tax or excise tax levied by any taxing authority with
respect to the receipt of the rental hereunder, (b) the value of Tenant's
equipment, furniture, fixtures or other personal property located in the
Premises; (c) the possession, lease, operation, management, maintenance,
alteration, repair, use or occupancy by Tenant of the Premises or any
portion thereof; (d) the value of any leasehold improvements, alterations
or additions made in or to the Premises, regardless of whether title to
such improvements, alterations or additions shall be in Tenant or Landlord;
or (e) this transaction or any document to which Tenant is a party creating
or transferring an interest or an estate in the Premises. All such taxes
shall be estimated, collected and paid in the same manner as Basic
Operating Costs.
In the event that it shall not be lawful for Tenant to so reimburse
Landlord, the Rent payable to Landlord under this Lease shall be revised to
provide Landlord with the same net Rent after imposition of any such tax
upon Landlord as would have been payable to Landlord prior to the
imposition of any such tax. All taxes payable by Tenant under this
paragraph shall be deemed to be and shall be paid as Additional Rent.
Tenant shall pay directly to the taxing authority before any such taxes
become delinquent all taxes levied on Tenant's income or personal property
and all other taxes directly related to Tenant's assets and business
operations; provided Tenant may contest any such tax in good faith without
violating this provision.
29. SUCCESSORS AND ASSIGNS.
Subject to the provisions of Paragraph 9 hereof, the terms, covenants and
conditions contained herein shall be binding upon and inure to the benefit
of the heirs, successors, executors, administrators and assigns of the
parties hereto.
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30. ATTORNEY'S FEES.
In the event that it is necessary for either party to retain an attorney to
enforce or interpret the terms of the Lease, the prevailing party shall be
entitled to recover, in addition to damages proven, all reasonable attorney
fees and costs incurred in enforcing this Lease, whether said fees and
costs are incurred in negotiation, mediation, arbitration, litigation,
appeal, bankruptcy, pre- or post-judgment collection, declaratory action,
or otherwise. In the event of litigation, the prevailing party shall be
determined by a court of competent jurisdiction.
31. SECURITY DEPOSIT.
(a) Upon execution of this Lease, Tenant will pay Landlord a Security
Deposit for the faithful performance of all terms, covenants and conditions
of this Lease. The sum of said deposit is specified in the Basic Lease
Information. Xxxxxx agrees that Landlord may apply said Security Deposit to
remedy any failure by Tenant to repair or maintain the Premises or to
perform any other terms, covenants or conditions contained herein. If
Xxxxxx has kept and performed all terms, covenants and conditions of this
Lease during the term hereof, Landlord will, on the termination hereof
promptly return said sum to Tenant or the last permitted assignee of
Tenant's interest hereunder at the expiration of the Lease Term or any
extended Lease Term. Should Landlord use any portion of said sum to cure
any default by Tenant hereunder, Tenant shall forthwith replenish said sum
to such original amount. Landlord shall not be required to keep any
Security Deposit separate from its general funds, and Tenant shall not be
entitled to interest on any such deposit. Upon the occurrence of any events
of default described in Paragraph 19 of this Lease. After the expiration of
any applicable cure period without cure having been accomplished, said
Security Deposit shall become the property of Landlord. Landlord may
increase the amount of the deposit each time Tenant exercises its option to
renew so that Landlord always has an amount equal to the last month's Base
Rent as a Security Deposit.
(b) Xxxxxx xxxxxx agrees not to look to the mortgagee, as mortgagee,
mortgagee in possession, or successor in title to the property, for
accountability for any Security Deposit required by the Landlord hereunder,
unless said sums have actually been received by such mortgagee as security
for the Tenant's performance of this Lease.
32. SIGNAGE.
Subject to Landlord's prior approval, which shall not be unreasonably
withheld or delayed, Tenant shall have the right to install signage on or
in the Premises at its own cost. The right to install signage on or in the
Premises shall be exclusive to the Tenant at all times during which Tenant
leases more than ninety percent (90%) of the Premises except for
identification and location signs for the other Tenants on the building
directory and office doors or walls. Such signage shall be in accordance
with all applicable codes, rules and regulations.
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Tenant shall provide to Landlord detailed plans for the exterior signage,
including colors, scale, placement, and all other elements related to the
signage, prior to submitting the same to the municipality for approval.
Tenant shall be responsible for acquiring and paying for all municipal
approvals and permits. Tenant shall pay all costs incurred to obtain
Landlord's approval including review and/or redesign by Xxxxxxxx's
architect or other agents. At the termination of the Lease, Tenant shall
pay all costs for removing all signs and restoring the Premises to their
condition at the time the sign was installed, reasonable wear and tear,
damage from casualty or condemnation or Landlord's negligence or Landlord's
employees and agents' gross negligence excepted.
33. CORPORATE AUTHORITY.
Each of the persons executing this Lease on behalf of Landlord or Tenant
does hereby covenant and warrant pertaining to the entity for whom they
sign that it is a duly authorized and existing corporation, that the
corporation has and is qualified to do business in Washington, that the
corporation has full right and authority to enter into this Lease, and that
each and all of the persons signing on behalf of the corporation are
authorized to do so. Upon a party's request, the other party shall provide
evidence reasonably satisfactory to the requesting party confirming the
foregoing covenants and warranties.
34. LEASE EFFECTIVE DATE.
Submission of this instrument for examination or signature by Xxxxxx does
not constitute a reservation of or option for Lease, and it is not
effective as a Lease or otherwise until execution and delivery by both
Landlord and Tenant.
35. BROKERAGE FEES.
Tenant hereby represents and warrants that it has not used or dealt with
any other broker, agent or other person in connection with this
transaction, except Colliers XxxXxxxx Xxxxxxx International, and that
Tenant owes no brokerage fees or commission related to this Lease. Xxxxxx
agrees to defend, indemnify and hold Landlord harmless from and against any
claims or liens filed by any other broker, agent, or other person claiming
a commission or other form of compensation by virtue of having dealt with
Tenant with regard to this leasing transaction. Xxxxxxxx shall pay
commissions due to Colliers XxxXxxxx Xxxxxxx International and Leibsohn and
Company for this Lease pursuant to the Listing Agreement with Leibsohn and
Company. Landlord shall have no obligation to pay commissions to any agent
upon Xxxxxx's exercise of any of its options to extend the term pursuant to
this Lease or if Tenant should enter into a Lease for subsequent terms.
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36. FORCE MAJEURE.
Whenever a period of time is herein prescribed for action to be taken by
either party, the party required to act shall not be liable or responsible
for, and there shall be excluded from the computation for any such period
of time, any delays due to strikes, riots, Acts of God, shortages of labor
or materials, war, governmental laws, regulations or restrictions or any
other causes of any kind whatsoever which are beyond the reasonable
control of the party required to act. The Tenant's rights of self-help in
this Lease are available during periods of force majeure delay or
interruption so long as required notice is given.
37. CHANGE IN BUILDING NAME.
The name of the Building will be INTERLINQ PLAZA upon the execution of
this Lease for as long as Tenant leases the building, subject to Paragraph
38(b)(i) below.
38. CERTAIN RIGHTS RESERVED BY LANDLORD
Landlord shall have the following rights, exercisable without notice and
without liability to Tenant, for damage or injury to property, persons or
business and without effecting an eviction, constructive or actual, or
disturbance of Tenant's use or possession or giving rise to any claim for
setoff or abatement of rent if any other tenant occupies the building:
(a) Landlord may, at its option, decorate and make repairs, alterations,
additions, changes or improvements, whether structural or otherwise, in
and about the public areas and any subleased or assigned portions of the
Premises not occupied by Tenant or subject to repossession by Tenant under
paragraph 9(c), ("Unoccupied Areas"), or any part thereof, and for such
purposes, upon reasonable notice to Tenant, may enter upon the public
areas or Unoccupied Areas of the Premises. During the continuance of any
such work, Landlord may temporarily close doors or entryways in the public
or unoccupied areas of the building, interrupt or temporarily suspend
non-essential building services and facilities all without abatement of
rent, except as otherwise provided herein, and without affecting any of
Tenant's obligations hereunder, so long as the public areas of the
Premises are reasonably accessible and reasonably tenantable.
(b) If Tenant subleases or assigns any portion of the Premises or if
another tenant enters into occupancy of the Premises, Landlord may, upon
reasonable notice to Tenant, (i) change the name by which the Premises is
designated if Tenant occupies less than fifty one percent (51%) of the
Premises; (ii) grant to anyone the exclusive right to conduct any business
or render any service in or to the Unoccupied Areas of the Premises,
provided such exclusive right shall not operate to exclude Tenant from the
use expressly permitted herein; (iii) have access for Landlord and other
tenants of the Premises to any mail chutes located on the Premises
according to the rules of the United
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States Postal Service; (iv) take all such reasonable measures as Landlord
may deem advisable for the security of the Project and its occupants. Said
actions may be taken under such reasonable regulations as Landlord may
prescribe from time to time generally applied to all Tenants.
39. PERSONAL LIABILITY.
The liability of Landlord to Tenant for any default by Landlord under the
terms of this Lease shall be limited to the interest of Landlord in the
Premises, and Landlord shall not be personally liable for any deficiency.
This clause shall not be deemed to limit or deny any remedies which Tenant
may have in the event of default by Landlord hereunder which do not involve
the personal liability of Landlord. No personal liability is assumed by,
nor shall at any time be asserted or enforceable against Landlord or its
principals on account of the Lease or on account of any covenant or
agreement of Landlord contained herein. Tenant's sole and exclusive remedy
shall be against Landlord's interest in the Premises and the land on which
it is located. No principal of Landlord shall be served or named as a party
in any suit or shall be required to answer or otherwise plead to any
service of or process, and no judgment shall be entered against any
principal of Landlord. Any judgment entered against any principal of
Landlord may be vacated and set aside at any time nunc pro tunc.
40. QUIET ENJOYMENT.
Provided Tenant observes its obligations under this Lease, Tenant shall
have peaceable and quiet enjoyment of the Premises throughout the Term,
and Landlord shall not act in any manner which would interfere with or
disrupt Tenant's business or frustrate Xxxxxx's business purposes at the
Premises.
41. MISCELLANEOUS.
(a) The paragraph headings herein are for convenience of reference and
shall in no way define, increase, limit or describe the scope or intent of
any provision of this Lease. The term "Landlord" in these presents shall
include the Landlord, its successors, and assigns. The term "Tenant" or any
pronoun used in place thereof shall indicate and include the masculine or
feminine, the singular or plural number, individuals, firms or
corporations, and their and each of their respective successors, executors,
administrators, and permitted assigns, according to the context hereof.
(b) Time is of the essence of this Lease and all its provisions. This
Lease shall in all respects be governed by the laws of the State of
Washington. This Lease, together with its exhibits, contains all the
agreements of the parties hereto and supersedes any previous negotiations.
The terms of this Lease supersede any representations made by the Landlord
or understandings made between the parties other than those set forth in
this Lease and its exhibits. This Lease may not be modified except by a
written instrument by the parties hereto.
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(c) If for any reason whatsoever any of the provisions hereof shall be
unenforceable or ineffective, all of the other provisions shall be and
remain in full force and effect.
42. OPTION TO RENEW.
Tenant shall have two (2) consecutive options to extend the Term for an
additional five (5) years each. Tenant must give Notice of its intent to
exercise an option to Landlord not less than nine (9) months, nor more
than one (1) year, prior to expiration of the then existing Term. The
Lease shall continue in full force and effect during the Term (as so
extended), except the Base Rent will be adjusted for each five year
extension of the Term and Landlord may increase the amount of the Security
Deposit as provided in paragraph 31 so that the Security Deposit always
equals the last month's Base Rent for the Term.
Commencing no later than twenty (20) days after Xxxxxx's Notice of intent
to exercise an option to extend, the parties shall attempt to agree upon
the amount of the Base Rent for the Premises for the applicable extension
of the Term. The Base Rent for the extension of the Term shall be equal to
ninety-five percent (95%) of the current market rental rates for
comparable space in comparable Class A buildings in comparable locations
in Bellevue, Redmond, Kirkland and Xxxxxx Island. If the parties cannot
agree on the Base Rent for the extension of the Term within sixty (60)
days of the date Landlord receives Tenant's Notice of intent to exercise
the option to extend, then, at the election of either party, the Base Rent
for the extension of the Term shall be established by an MAI appraiser
jointly selected by the parties. The party who wishes to have the Base
Rent determined for the extended term must so notify the other in writing
and designate an MAI appraiser. Said designation must be received by the
other party within thirty (30) days of Tenant's notice of exercise of its
option to extend, or Tenant's option will automatically terminate. If the
parties are unable to agree upon the selection of such an appraiser, then
they shall each select an MAI appraiser and the two so designated shall
select a third. The Base Rent for the extension of the Term determined by
the selected MAI appraiser or any two of the three MAI appraisers so
chosen shall be binding on the parties and may not be appealed. If either
party fails to notify the other of its appraiser within thirty (30) days
after written request to do so, the MAI appraiser selected by the other
party shall make the determination of the Base Rent. Tenant's right to
exercise each option to extend the Term is contingent upon Tenant's then
being current in its payment of Rent and all other amounts due under this
Lease, and otherwise being in compliance with all terms of the Lease
(subject to any permitted cure periods), at the time Tenant gives its
Notice of intent to exercise an option and on the first date of the newly
extended Term. At the time that Landlord notifies Tenant of the proposed
Base Rent for each extension of the Term, Landlord shall also notify
Tenant of the cost of the covered parking stalls during the extension of
the Term, and any dispute regarding the proposed parking fees shall be
resolved in the same manner used to resolve a dispute over Base Rent for
the extension
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of the Term. The right to extend the Term shall not be affected by Xxxxxx's
sublease or assignment of any party of the Premises if (1) Landlord's so
agreed in writing when it consented to such sublease or assignment, or
(2) the assignment was permitted without Landlord's consent under
Paragraph 9(a), or (3) the sublease ends and Tenant retakes the Premises
prior to the end of the then current Term and Tenant is not in default at
the end of the then current Term. Notwithstanding the foregoing, if Xxxxxx
has elected to extend the Term, all the terms of such extension have been
agreed by Landlord and Tenant and set forth in a fully executed written
extension of the Lease, then Tenant may enter a sublease under the terms
of Paragraph 9 that commences prior to the end of the then current term
and expires before the end of the newly extended Term without the loss of
its rights to renew the Term as provided herein and in the written
extension.
43. USE OF ROOF AND BUILDING STORAGE.
Tenant may not use the roof and building storage areas without prior
written permission of Landlord which Landlord may refuse or condition.
Tenant shall be allowed to install a satellite dish on the roof. If Tenant
receives permission to use the roof, roof use shall be restricted to
non-commercial telecommunications and other similar uses. Landlord will
not install or allow others to install commercial telecommunications
equipment on the roof. Any alterations of the roof or building storage
areas shall be in accordance with the provisions of this Lease and
requires Landlord's prior written approval. Tenant shall not enter onto
the roof unless accompanied by an employee or agent of Landlord.
44. DEFINITION OF LANDLORD'S NEGLIGENCE.
"Landlord's negligence and willful misconduct" refers to the negligence of
Pine Forest Co.'s officers. The other employees of Pine Forest Co. and its
agents are held to the standard of gross negligence. Nothing herein shall
be construed to make any individuals personally liable.
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IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year
first above written.
LANDLORD: TENANT:
PINE FOREST CO., a INTERLINQ SOFTWARE CORPORATION,
Washington corporation a Washington corporation
By: /s/ X. X. XXXXXXXXX By: /s/ XXXXX XXXXX
------------------------------ ------------------------------
X. X. Xxxxxxxxx, President Xxxxx Xxxxx, Vice President,
Finance
Date: 4-27-98 Date: 4-23-98
---------------------------- ----------------------------
AGENTS: We have read and acknowledge paragraph 35.
XXXXXXX XXXX COLLIERS XxXXXXX XXXXXXX INTERNATIONAL
By: /s/ XXXXXX X. XXXXXXX By: /s/ XXXXX XXXXXX
------------------------------ ------------------------------
Xxxxxx X. Xxxxxxx, Agent Xxxxx Xxxxxx, Agent
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on this 27 day of April, 1998, before me, a Notary
public in and for the State of Washington, duly commissioned and sworn, came
Xxxxxxxxx X. Xxxxxxxxx, personally known or having presented satisfactory
evidence to be the President of Pine Forest Co., the corporation that executed
the foregoing instrument, and acknowledged the said instrument to be the free
and voluntary act and deed of said corporation for the uses and purposes
therein mentioned, and on oath stated that he is authorized to execute the said
instrument on behalf of said corporation.
WITNESS MY HAND and official seal the day and year in this certificate
first above written.
/s/ XXXXXX XXXXXX
Print Name: Xxxxxx Xxxxxx
Notary Public in and for the
[SEAL] State of Washington, residing at
Redmond
Expiration Date: 8-25-99
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STATE OF WA )
) ss.
COUNTY OF KING )
THIS IS TO CERTIFY that on this 23rd day of April, 1998, before me, a
Notary public in and for the State of Washington, duly commissioned and sworn,
came Xxxxx Xxxxx, personally known or having presented satisfactory evidence to
be the Vice President, Finance of INTERLINQ Software Corporation, the
corporation that executed the foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation for
the uses and purposes therein mentioned, and on oath stated that he is
authorized to execute the said instrument on behalf of said corporation.
WITNESS MY HAND and official seal the day and year in this certificate
first above written.
/s/ XXXXX XXXXXX, XX.
Print Name: Xxxxx Xxxxxx, Xx.
Notary Public in and for the
State of Washington, residing at
Bellevue
Expiration Date: 1-29-99
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EXHIBIT "A"
LEGAL DESCRIPTION
Lot 2, Short Plat Number 81-20, as recorded under King County Recording Number
8208239014, being a correction of King County Recording Number 8109169004,
being a portion of Lots 7 and 8, Block 70, Xxxxx and Xxxxxx'x Xxxxxxxx Addition
to the City of Seattle, Division No. 23, according to the plat thereof recorded
in Volume 21 of Plats, page 46, in King County, Washington;
EXCEPT that portion thereof condemned in King County Superior Court Cause
Number 618532 for Xxxxxxxx Interchange (SR 520);
ALSO EXCEPT that portion conveyed to the State of Washington by Xxxx recorded
under Recording Number 6595483.
Situated in the county of King, state of Washington.
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EXHIBIT "B"
WORK LETTER AGREEMENT
1. TENANT IMPROVEMENTS. Landlord shall construct Tenant Improvements on
the Premises pursuant to Tenant Improvements Construction Documents and in
accordance with the Tenant Improvements Construction Contract. The Tenant
Improvements Construction Documents shall be prepared by or at the direction of
Landlord based on the Tenant Improvements Schematic Plans in a form that is
mutually acceptable to Tenant and Landlord, and shall be completed and approved
in writing by both Landlord and Tenant no later than May 31, 1998. The Tenant
Improvements Schematic Plans shall be prepared by or at the direction of Tenant
in a form that is mutually acceptable to Tenant and Landlord and shall be
completed and approved in writing by both Landlord and Tenant no later than
April 30, 1998. Landlord shall obtain all necessary permits for construction of
the Tenant Improvements.
2. BUILDING SHELL. Landlord shall construct the Building Shell on the
Premises pursuant to the Building Shell Construction Documents and in accordance
with the Building Shell Construction Contract.
3. COSTS OF TENANT IMPROVEMENTS. Landlord's Maximum Contribution shall be
sued only to pay Tenant Improvements Costs which include the cost of preparing
the Tenant Improvement Documents and other design fees and costs, all permitting
and inspection fees and costs related to the Tenant Improvements, all costs of
construction, labor and materials, contractor's profit and overhead for the
Tenant Improvements, taxes, bonds and all other fees and costs incurred in
constructing the Tenant Improvements.
4. DETERMINATION OF THE COST OF CONSTRUCTION. Within thirty (30) days
after approval of the Tenant Improvements Schematic Plans by Landlord and
Tenant, Landlord shall notify Tenant of the Projected Tenant Improvements Costs
pursuant to the Tenant Improvements Schematic Plans under the Tenant
Improvements Construction Contract. If the Projected Tenant Improvements Costs
exceed the Landlord's Maximum Contribution, of Seven Hundred Thousand Dollars
($700,000) then Tenant may (1) request changes to the Tenant Improvements
Schematic Plans to bring the Projected Tenant Improvements Costs below the
Landlord's Maximum Contribution, (2) tender the difference between the Projected
Tenant Improvements Costs and the Landlord's Maximum Contribution to the
Landlord, or (3) request that the Landlord advance up to the maximum amount of
Two Hundred Thousand Dollars ($200,000) ("Landlord Advance") to Tenant to
complete the Tenant Improvements, or any combination of the three, at Tenant's
election. Tenant shall be responsible to pay Landlord any Excess Tenant
Improvements Costs as described in Paragraph 13 below.
5. REPAYMENT OF THE LANDLORD ADVANCE. If Tenant requests a Landlord
Advance to pay a portion of the Tenant Improvements Costs, then the amount
advanced shall bear interest at the rate of twelve percent (12%) per annum. It
shall be amortized over the Initial Term of the Lease and shall be paid as
Additional Rent in monthly installments in advance, without notice, commencing
with the first month Rent is due under the Lease. Landlord shall
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have the same rights to enforce the payment of the Landlord Advance as it does
to enforce payment of all Rent and Additional Rent due under the Lease. Tenant
shall sign such Notes, Guaranties, Amendment to the Lease, and other documents
Landlord deems reasonably necessary in connection with the Landlord Advance.
Landlord has no obligation to commence construction of the Tenant Improvements
until Xxxxxxxx has received the difference between the Tenant Improvements Costs
and Landlord's Maximum Contribution or Tenant has executed those documents
Landlord required prior to making any Landlord Advance.
6. CONTRACTS. Landlord shall contract with the appropriate members of the
Project Team (other than Tenant's Representative) for services necessary to
construct the Building Shell and Tenant Improvements pursuant to the Tenant
Improvement Plans. The final Tenant Improvements Construction Contract (with
dollar amounts) shall be provided to Tenant and must be approved in writing by
Tenant within seven (7) days of receipt by Tenant and prior to commencement of
construction of the Tenant Improvements or effectiveness of such contract.
Landlord shall also provide Tenant with copies of Building Shell Construction
Documents with costs expunged so Tenant can review which items are allocated to
Tenant Improvement Costs and which items are allocated to the Building Shell.
7. DETERMINATION OF TENANT IMPROVEMENTS SUBCONTRACTORS. Landlord and
Tenant have agreed that General Contractor shall serve as contractor for the
Tenant Improvements pursuant to the Tenant Improvements Construction Contract
and have further agreed that the Mechanical Subcontractor and the Electrical
Subcontractor shall provide those services for the Tenant Improvements. For
every other subcontractor for the Tenant Improvements, General Contractor shall
obtain competitive bids which bids shall be available for Tenant's review and
comment if Tenant so requests. After receipt of such bids, Landlord and Tenant
shall each review and consult with each other regarding the bids whereupon the
subcontractors shall be selected by Landlord and General Contractor. Bids will
distinguish between Building Shell and Tenant Improvement Work. Approval of
Tenant's Improvement Construction Contract by Tenant shall be deemed approved of
the subcontractor competitive bids used in preparing the Tenant Improvements
Construction Contract.
8. RESPONSIBILITY FOR CONSTRUCTION. Landlord shall be responsible for
construction of the Building Shell and Tenant Improvements and shall employ the
Project Team as provided above. Landlord shall make all decisions regarding the
Building Shell. Landlord shall have control over the construction of the Tenant
Improvements in cooperation with the Tenant, and shall have the right to make
all final decisions regarding interpretation of the Tenant Improvements
Construction Documents, after making a good faith attempt to get Xxxxxx's
approval of any element regarding the Tenant Improvement Construction Documents
which is subject to several interpretations, provided, if Tenant is not
available or does not provide an interpretation within twenty four (24) hours,
Landlord's decision is final. In the event Tenant or Landlord wishes to make a
material change in the Tenant Improvement Construction Documents, the party
needing or wishing to make the change shall notify the other in writing of the
change in the form a written change order. The change order shall describe the
change, the cost associated with making the change, and the delay associated
with making the
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change, if any. General Contractor, Landlord and Tenant shall sign all said
change orders. Failure to sign or object in writing to a change order within two
(2) business days of the date the change order is submitted for approval shall
be deemed approval of the change order. If construction will be delayed until
approval of the change order is received, the General Contractor, Landlord,
Tenant or TI Architect may impose a shorter time limit on approval. If the cost
of the change will increase the projected Tenant Improvements Costs, the Tenant
shall pay the cost as a Tenant Improvement Cost pursuant to paragraph 10.
Tenant's approval of the change order or failure to respond within two (2)
business days shall be conclusive evidence that Tenant has approved the change
and any delay or increased cost associated with the change as disclosed in the
change order. If Landlord or its agents determine that changes or modifications
should be made in the space plans, plans or specifications because of
permitting requirements, requests of governmental authorities, design or
construction efficiencies or other reasons, Landlord shall make such changes
which Landlord deems necessary; provided, that if such changes would result in
an increase in the Projected Tenant Improvements Costs, then Tenant or TI
Architect must have approve such change before Tenant is liable to pay such
increase.
9. CONSTRUCTION ADMINISTRATION. Landlord and Xxxxxx shall each proceed
with all necessary due diligence and in good faith to complete such matters as
require their respective action or approval, and both parties agree to promptly
and diligently respond to all questions and concerns raised by architects,
engineers and other consultants. Landlord and Tenant shall each endeavor to
respond to submissions from General Contractor and TI Architect promptly, on
an on-going basis in order that revisions required by Landlord, Tenant or
applicable governmental agencies, can be promptly completed. When Tenant
approval or comment is requested, Tenant or TI Architect shall respond within
two (2) business days of request unless a different response period is provided
in this Agreement or unless both parties agree following a request by either.
If the TI Architect believes that a response to a request of either Landlord or
Tenant is required in less than two (2) business days, then the party requested
shall respond within such shorter time period as prescribed by the TI
Architect. During construction of the Building Shell and Tenant Improvements,
Landlord, Tenant, General Contractor and TI Architect together with other
applicable consultants shall meet every week (unless meeting is cancelled) in
order to review status and scheduling of Tenant Improvements construction and
determine possible changes required, delays anticipated, costs being incurred
and all related matters. At these meetings, change orders will be presented,
discussed and executed (subject to the two-day deadline).
10. TENANT IMPROVEMENT COSTS. Landlord's Maximum Contribution,
together with any Landlord Advance, shall be used only to pay Tenant
Improvements Costs. Landlord agrees that the Landlord's Maximum Contribution
and Landlord Advance, if any, shall not be applied against, nor shall Tenant be
liable for, costs associated wit the construction of the Building Shell,
landscaping, public area restrooms, electrical rooms, phone closets or other
public areas of the Premises except for modifications requested by Tenant such
as installation of cabinets, reception desk and other fixtures located in the
reception area. Tenant shall be responsible for paying any Excess Tenant
Improvements Costs if applicable and shall tender said amounts to
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Landlord within five (5) days of written demand as a condition to Landlord
commencing or continuing with construction of the Tenant Improvements.
11. EARLY ACCESS. Tenant shall be given access to the Premises prior to
installation of the ceiling grid in order to allow Tenant to install telephone
and other communications and media lines and systems, computer cabling, and
related similar matters. The date of Early Access to the Premises and the time
by which installation of Xxxxxx's Work must be completed will be coordinated
with the General Contractor. Tenant and General Contractor shall work together
to ensure that Xxxxxx's Work is completed in an efficient and timely manner and
will not unreasonably impede, interfere with or delay the progress of
construction of the Tenant Improvements. Tenant shall perform such installation
in accordance with all guidelines promulgated by General Contractor and shall
execute and require its contractors and subcontractors to execute such
releases, indemnifications and other documents that General Contractor requires
of its own subcontractors. Any and all costs of installation of such items
shall be at Tenant's sole cost and expense.
Tenant shall also be given Early Access to the Premises for purposes of
storing its furniture and personal property in portions of the Premises in
which Tenant Improvements are substantially complete. General Contractor shall
designate the areas in which such storage can occur to ensure that such storage
will not interfere with the construction of the Tenant Improvements. Tenant
hereby releases Landlord, General Contractor and all of their agents,
employees, licensees, invitees and subcontractors from all liability for loss
or damage to Tenant's personal property stored on the Premises prior to the
Commencement Date. Xxxxxx agrees to maintain insurance on all said property and
hereby assumes full risk of loss or damage to said personal property and xxxxxx
agrees to defend, indemnify and hold Landlord, General Contractor, their
agents, employees, licensees, invitees and subcontractors harmless from any
claims, loss or liability related to said stored personal property.
12. INSPECTION AND PUNCHLIST. During the construction of the Building
Shell and the Tenant Improvements, Tenant, Landlord and General Contractor
shall meet weekly and shall inspect the Premises regularly. In the event Tenant
notices any defects in construction or variations from the Building Shell
Construction Documents or Tenant Improvement Construction Documents, Tenant
shall bring such variations to General Contractor's and Landlord's attention,
and any such discrepancies or defects shall be remedied as soon as practicable.
Upon Substantial Completion of the Tenant Improvements, General Contractor
and/or Landlord shall notify Tenant. Tenant shall, within forty eight (48)
hours of such notification, conduct an inspection of the Premises and prepare
and submit to Landlord an itemized list ("Punchlist") of all matters which must
be installed, completed or corrected so as to bring the Tenant Improvements
into compliance with the Tenant Improvement Construction Documents; provided,
however, that no matter on the Punchlist shall exceed the scope, quality or
quantity of the Tenant Improvements as set forth in the Tenant Improvement
Construction Documents.
Once Xxxxxx has taken occupancy of the Premises, Tenant shall notify
Landlord in writing within sixty (60) days of taking possession of the Premises
of any defects in construction or variations from the Tenant
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Improvement Construction Documents. Landlord shall undertake to repair said
deviations within sixty (60) days of receiving written notice of the need to
correct or repair said item. On the sixty first (61st) day after the Tenant has
taken possession of the Premises, Tenant shall be deemed to have accepted the
Premises "as is," in their then current condition subject only to corrections of
items already noted in writing to Landlord and not yet corrected or items
covered by warranty by third parties.
13. TENANT ADVANCES OF EXCESS TENANT IMPROVEMENTS COSTS. Landlord shall
advance all Tenant Improvements Costs up to the Landlord's Maximum Contribution
(and full Landlord's Advance, if applicable). Thereafter, Xxxxxxxx's obligation
to continue with the construction is contingent upon Tenant paying 100% of all
Excess Tenant Improvements Costs upon five (5) business days of demand in
advance of construction. Unless Landlord agrees otherwise in writing, Tenant
shall be solely responsible for providing all Tenant's Personal Property for its
business at the Premises and Tenant shall not use any amounts provided by
Landlord for said property.
14. DELAYS. Landlord will use its best reasonable efforts to complete
construction of the Tenant Improvements by November 1, 1998. Landlord and
Tenant agree that the Commencement Date of the Lease, and the time periods for
Substantial Completion may be extended in accordance with change orders as
provided in paragraph 8 or by other causes not ascertainable at this time. If a
delay is caused by Xxxxxx's failure to make required payments for Change
Orders, Excess Tenant Improvement Costs or failure to complete Tenant's Work on
time or other reasons attributable to Tenant and such delays cause an extension
of the Commencement Date beyond November 1, 1998 under this Agreement which has
not been agreed to in a change order, Landlord shall give Tenant written notice
of the expected delay and Commencement Date of the Lease shall be November 1,
1998. The Notice shall set forth the reasons for Landlord's conclusion that the
delay is caused by Xxxxxx. In the event Xxxxxx believes that it is not
responsible for the delay, it shall so notify Landlord of the reason for its
conclusion. If Landlord and Tenant cannot agree, then the matter shall be
submitted to binding arbitration. The Tenant may request arbitration only if
Tenant commences tendering the Rent to Landlord on November 1, 1998 and
continues to tender Rent each month until the dispute is resolved. If the
arbitrator concludes that the delay was not attributable to Tenant, the Tenant
shall be credited for Rent paid until the Premises are Substantially Complete.
Arbitration shall be conducted by an arbitrator mutually agreeable to the
parties. If the parties cannot agree upon an arbitrator, each shall submit the
name of an acceptable arbitrator and those two arbitrators shall select a third
arbitrator who shall conduct the arbitration. The prevailing party shall bear
the cost of the arbitration. The parties must designate an arbitrator who is
familiar and experienced with construction issues. The arbitration shall be
conducted in accordance with the rules and procedures set forth by the American
Arbitration Association for the Construction Industry and shall be
non-appealable and binding on the parties.
14.1. Delays From Force Majeure. In the event Substantial Completion is
delayed beyond November 1, 1998 by Force Majeure (as defined in paragraph 36 of
the Lease), then the Scheduled Substantial Completion Date shall be
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extended by the period of such delay, and the scheduled Commencement Date
of the Lease shall be likewise extended. The inability to obtain all required
permits and approvals for the construction of the Premises shall not be included
in Force Majeure, except to the extent such inability is caused by Tenant Delay.
Landlord nevertheless acknowledges that Substantial Completion prior to
November 1, 1998, is critical to Tenant's business and that Landlord shall, upon
consultation with Tenant, attempt to determine measures which could be taken to
minimize any delay which may occur in the event of delay occurring due to Force
Majeure; provided, however, that neither Landlord nor Tenant shall be obligated
to incur additional costs other than those anticipated hereunder in the event of
delay occurring due to Force Majeure. In the event of Force Majeure occurring,
Landlord shall give Tenant written notice of the same, together with the
estimated period of such Force Majeure. Either Tenant or Landlord may elect, by
written notice to the other, to augment the construction schedule, at such
party's sole cost and expense, in order to avoid the effects of any Force
Majeure. Estimates of such costs of augmentation of the Construction Schedule
shall be provided by General Contractor.
15. TENANT'S DEFAULT. If Tenant fails to make any payments required to be
made hereunder, or otherwise fails to meet its obligations hereunder or under
the Lease, Landlord may (1) discontinue construction of the Tenant Improvements,
(2) terminate the Lease on ten (10) days written notice and/or (3) pursue all
other remedies available in the Lease and in law and equity including recovering
damages for lost profit, lost rent, attorney fees and costs incurred in
enforcing the terms of this Agreement and any and all other remedies available.
16. COOPERATION. Tenant and Landlord shall cooperate in good faith with
each other at all times while Landlord is obtaining the necessary approvals,
permits, plans and specifications and throughout construction. Both parties
shall provide prompt response to any questions or concerns that may arise
relating to the Tenant Improvements and shall respond in a timely and
professional manner to all questions and requests from the other.
17. INCORPORATION. This Work Letter Agreement is a part of and is
incorporated into the Office Lease by and between the parties and is in addition
to those provisions provided in paragraph 2 of said Office Lease relating to
Tenant Improvements.
LANDLORD:
PINE FOREST CO., a Washington corporation
By: /s/ X.X. XXXXXXXXX
-----------------------------
X.X. Xxxxxxxxx, President
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TENANT:
INTERLINQ SOFTWARE CORPORATION, a
Washington corporation
By: /s/ XXXXX XXXXX
------------------------------------
Xxxxx Xxxxx, Vice President, Finance
Schedule A - Definitions
Schedule B - Base Building Shell Description
Schedule C - Tenant Improvement Specifications Outline
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Schedule A to Exhibit B Work Letter Agreement
DEFINITIONS
As used in this Work Letter Agreement, the following capitalized terms shall
have the following meanings. All other capitalized terms shall have the
meanings ascribed to them in the Lease:
"Building Shell" means the structure Landlord is constructing which will
be completed by Landlord as set forth in the Building Shell Plans.
"Building Shell Construction Contract" means that certain Construction
Agreement by and between General Contractor and Landlord for actual
construction of the Building Shell.
"Building Shell Construction Documents" means the Building Shell
Construction Contract and the Building Shell Plans. Tenant shall be given only
those Building Shell Construction Documents listed on Schedule B to this
Exhibit B.
"Building Shell Plans" means the plans and specifications for the Building
Shell which have been approved by Landlord and Tenant which are attached as
Schedule B. The Building Shell Plans have been delivered to the TI Architect.
"Excess Tenant Improvement Costs" means Tenant Improvements Costs in
excess of Landlord's Maximum Contribution and Landlord's Advance (if Tenant
elects to take the Landlord's Advance).
"Final Completion" means the Building Shell and Tenant Improvements are
Substantially Complete, all Punch List Items have been completed, and the
Building Shell and Tenant Improvements have been approved by the City of
Bellevue for occupancy, as evidenced by issuance of a final certificate of
occupancy.
"Landlord's Advance" means the amount of up to $200,000 to be advanced by
Landlord to Tenant to pay part of the Tenant Improvements Costs to the extent
requested by Xxxxxx. Landlord Advance is to be reimbursed by Xxxxxx.
"Landlord's Maximum Contribution" means the amount of $700,000 to be paid
by Landlord, without reimbursement by Xxxxxx, as described in paragraph 2.
"Project Team" means the following companies and individuals who will
provide the space planning, architectural, and construction services for the
Tenant Improvements; provided each is referred to individually in this
Agreement by the term opposite their name:
"General Contractor" RAFN Company, Bellevue, WA, subject to
execution of an acceptable contract.
"Representative" means the contact person at Tenant or Landlord named
in the Basic Lease Information, or their successor after notice of
such appointment is given to the other party.
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"TI Architect" Xxxxxx Xxxxx and Associates
"Substantial Completion" means the Tenant Improvements shall have been
completed in accordance with the Tenant Improvement Construction Documents,
which Substantial Completion shall be conclusively deemed to have occurred upon
(i) final inspection by the City of Bellevue and preliminary approval for
occupancy of the Premises as evidenced by issuance of either a temporary or
final certificate of occupancy, and (ii) issuance by TI Architect of a
Certificate of Substantial Completion for the Tenant Improvements, which
Certificate of Substantial Completion shall be in the form of AIA Document G704.
The existence of punch list Items or additional work required for issuance of a
final approval for occupancy by the City of Bellevue shall not be matters which
will delay Substantial Completion from having occurred; but Landlord shall
correct and/or complete such Punch List Items, complete the work necessary to
obtain issuance of a final approval for occupancy and obtain issuance of such
final certificate of occupancy within 90 days thereafter or as soon as
reasonably practical. That there are outstanding Punch List Items and/or work
required for City of Bellevue issuance of a final approval of occupancy shall
not delay the Commencement Date of the Lease under any circumstances provided
that Substantial Completion has occurred; and the Building Shell has been
completed in accordance with the Building Shell Construction Documents and
approved for occupancy by the City of Bellevue as evidenced by issuance of
either a temporary or a final certificate of occupancy.
"Tenant Improvements" means those certain interior improvements to the
Premises, to be constructed by Landlord, all of which are more specifically
defined in the Tenant Improvements Schematic Plans and, ultimately, the Tenant
Improvements Construction Documents.
"Tenant Improvements Construction Contract" means the Construction
Agreement entered into by Landlord and General Contractor for construction of
the Tenant Improvements, which Construction Agreement shall be in the form of
the Cost of the Work Plus a Fee with a Guaranteed Maximum Price (AIA Document
A111) and shall reflect a General Contractor Fee of no more than 6% of the Cost
of the Work (exclusive of applicable taxes).
"Tenant Improvements Construction Documents" means detailed drawings, and
final plans and specifications determined to be mutually acceptable to Landlord
and Tenant providing for the construction of the Tenant Improvements which
shall supersede the Tenant Improvements Schematic Plans. The Tenant
Improvements Construction Documents shall detail the Tenant Improvements, shall
conform to all applicable laws and building codes, and shall be complete in
form and content and contain sufficient information and detail to allow for
competitive bidding or negotiated pricing by contractors and subcontractors
selected and engaged by Landlord or General Contractor. Landlord and Tenant
shall approve the Tenant Improvement Construction Documents in writing.
"Tenant Improvements Costs" means costs of construction of the Tenant
Improvements which shall consist of (i) the Guaranteed Maximum Price set forth
in the Tenant Improvements Construction Contract as the same may be
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adjusted by changes in accordance with the terms of that Contract and this
Agreement plus certain other charges not covered as a part of the Guaranteed
Maximum Price, consisting of (ii) any and all applicable municipal fees and
charges relating to such Tenant Improvements, including without limitation,
building permit and other permit application and issuance fees and costs, all
inspection fees; and (iii) all applicable taxes, including without limitation
retail sales taxes and business and occupation taxes, and (iv) the cost of
preparing the Tenant Improvements Construction Documents and all other design
fees and costs related to the Tenant Improvements including fees and costs for
bonds related to the Tenant Improvements, if any, and all other fees and costs
relating to the design of and construction of the Tenant Improvements.
"Tenant Improvements Schematic Plans" means the preliminary floor plans
and outline specifications that have been prepared by TI Architect and approved
by Landlord and Tenant, as referenced in Schedule C.
"Tenant Inspection" means the inspection(s) undertaken by Tenant or its
Consultant from time to time during the course of construction of the Premises,
provided that inspections shall occur only following reasonable prior notice to
Landlord (which notice may be delivered telephonically or otherwise without
being in writing) and the inspection conducted after Substantial Completion and
prior to occupancy to prepare the written punch list. Landlord and Xxxxxx will
each provide to the other in writing the name of their respective authorized
Representative(s).
"Tenant's Personal Property" means Tenant's office furniture, telephone
lines, computer cabling and movable property place in the Premises by Tenant,
including any trade fixtures and any property installed in or on the Premises
by Tenant for the purposes of conducting Tenant's business, ornament,
decoration or similar related use in the Premises.
"Tenant's Work" means installation of telephone and other communication
and media lines and systems, computer cabling and related matters for which
Tenant shall be given early access under paragraph 10 of Exhibit B.
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Schedule B to Exhibit B Work Letter Agreement
Building Shell Plans and Base Building Shell Description
1. Base Building Shell Description.
2. Changes made to Building Shell and Core up to 4/14/98 which are not shown
on the plans prepared by Xxxxx Xxxxxxx and Associates.
3. Floor Plans and Elevations (pages A1 through A5) prepared by Xxxxx Xxxxxxx
& Associates dated 5-17-89.
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BASE BUILDING SHELL DESCRIPTION
1. XXXXXXXX'S WORK:
Landlord shall construct the building in substantial accordance with the plans
of Landlord's architect and shall be completed substantial in accordance with
the architect's design and all requirements necessary to obtain a temporary
Certificate of Occupancy, or its equivalent, for the building shell and core.
Landlord's shall, at its sole cost and expense, complete the building shell and
core, including the following:
a. TYPICAL OFFICE FLOOR
i. Restrooms will be completed and finished by owner, shower
facilities N.I.C.
ii. Stairwells to be painted including walls, metal stair top and
bottom where exposed, handrails, stair supports, doors and jambs,
both sides. Concrete stair treads and landings to be sealed.
b. TYPICAL ELEVATOR CAB AND LOBBY
i. Elevator cab and lobby finishes will be completed by Landlord.
c. AIR CONDITIONING AND HEATING (HVAC):
i. Landlord shall install the vertical distribution of the HVAC and
the horizontal distribution to and including the Variable Air
Volume (VAV) control boxes to the premises including thermostats
and provide for removal of the return air from the plenum.
Permanent installation of thermostats will be a part of the tenant
improvement construction at 5'-0" AFF, unless noted otherwise. All
ductwork from VAV boxes to ceiling diffusers will be part of the
tenant improvement construction phase.
ii. Landlord shall provide 78.75 tons total cooling capacity from six
(6) Lennox rooftop units.
d. ELECTRICAL DISTRIBUTION SYSTEM:
i. Landlord shall provide the house panel and main breakers for the
building. There is a 1,200 amp metered service in the basement
which feeds a 400 amp panel for HVAC and 400 amp panels on each
floor.
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ii. Conduits in exterior walls will be provided for Tenants access.
Extending the wiring for lighting including the junction boxes and
general power from the appropriate panel in the building electrical
room to the point of use will be part of the tenant improvement
construction phase.
e. LIGHTING:
i. Landlord shall provide fluorescent stairway lighting.
ii. Landlord shall provide lighting at utility spaces (mechanical and
electrical rooms)
iii. Landlord shall provide lighting in parking garage.
iv. Landlord shall provide Lobby lighting
v. Landlord shall provide all deep cell parabolic 2x4 lighting fixtures
stacked in the building. Any additional specialized lighting and
hallway corridor lighting will be part of the tenant improvement
package.
f. TELEPHONE SYSTEM:
i. Landlord shall provide means of access to telephone service in the
building telephone room on the floor on which the premises are
located. All other communications or telephone equipment or services
shall be responsibility of the tenant.
g. FIRE AND LIFE SAFETY
i. Landlord shall install fire detection equipment in the building in
accordance with the Uniform Fire Prevention Code, as well as fire
prevention equipment, including sprinklers, in accordance with said
fire prevention code. The building's fire and safety equipment,
including the sprinkler system installed under the Landlord's Work
with the sprinkler heads turned up to protect the structure, shell be
consistent with that that required by code for building shell and core
construction.
ii. All modifications to this equipment or systems resulting from the
Tenant's occupancy and space design shall be considered Tenant
Improvements. The sprinkler heads are turned up to protect the
structure.
h. PLUMBING:
i. Landlord shall furnish all plumbing and fixtures to complete the
lavatory facilities on each floor. Any plumbing service for the
Tenant's premises, including shower facilities, shall be considered
Tenant Improvements.
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i. FINISHES:
The Landlord shall provide the following:
i. Concrete floor slab which shall be flat and level within recognized
industry standards and shall be left broom clean.
ii. Exterior perimeter surfaces which are to receive interior finishes
shall be insulated per code with drywalled screwed on.
iii. Interior partitions around vertical shafts shall be covered with
gypsum wall board and fire taped.
iv. Doors and hardware shall be installed at all vertical shafts used as
exits.
v. Ceiling grid installed.
vi. Ceiling tiles purchased and stacked on floor.
2. TENANT'S WORK
Except as set forth above, all work, improvements, finishes and/or
equipment required by Tenant and/or pursuant to the approved plans for the
Premises shall be considered Tenant Improvements.
All Tenant Improvements shall be completed using building standard
materials and construction methods.
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The following items will detail the changes made to the Building Shell and Core
to date that are not shown on the attached plans drawn by Xxxxx Xxxxxxx and
Associates.
The foregoing and the attached plans represent the approximate delivered
building shell.
1. There will be only one set of entrance doors at the main entry. Located
per the Tenant Improvement Space Plan drawn by Xxxxxx Xxxxx Associates Inc.
2. Metal framing with a Dryvit exterior finish will be used in lieu of
pre-cast concrete walls.
3. Windows will be 5'6" tall rather than 5'.
4. Roofing material used will be an architectural asphalt composition rather
than concrete tile.
5. Restrooms will be located per the Tenant Improvement Space Plan drawn by
Xxxxxx Xxxxx Associates Inc.
6. Electrical and Fire Sprinkler rooms will be added in the parking garage
and Storage area. Parking will not be affected.
Owner reserves the right to make further modifications to the Building Shell
and Core if required by any regulatory agency.
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[XXXXXX XXXXX ASSOCIATES, INC. LETTERHEAD]
o Schedule C to Exhibit B Work Letter Agreement.
o Tenant Improvements Schematic Plans and Specifications.
o The following documents prepared by Xxxxxx Xxxxx & Associates, Inc. are
attached as Schedule C:
1. Space plan dated March 11, 1998.
2. Tenant Finish Specification for Burnstead Plaza dated revised April
22, 1998.
3. Tenant Improvement Work Letter for INTERLINQ dated revised April 22,
1998.
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[DIAGRAM OF SECOND FLOOR PLAN]
64
[DIAGRAM OF FIRST FLOOR PLAN]
65
[DIAGRAM OF PARKING LEVEL PLAN]
00
XXXXXXXXX XXXXX
Prepared By:
Xxxxxx Xxxxx & Associates
Job #98010
February 6, 1998
Revised: April 22, 1998
TENANT FINISH SPECIFICATIONS
TABLE OF CONTENTS
This section outlines the standard Tenant Finishes selected as the Building
Standard.
PARTITION TYPES 2
DOORS 2
DOOR FRAMES 3
RELITE GLAZING 3
HARDWARE 3
SUSPENDED CEILING SYSTEM 4
MECHANICAL 5
LIGHTING SYSTEM 6
ELECTRICAL AND TELEPHONE OUTLETS 6
SWITCHES 7
EMERGENCY EQUIPMENT 7
FIRE EXTINGUISHER AND CABINET 7
PAINTING 7
B/S WALLCOVERING 8
FLOOR COVERING 8
WINDOW TREATMENT 9
SCHEDULE OF LIMITS - SHELL and CORE 9-10
BUILDING STANDARD DETAILS
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PARTITION TYPES
[] Partition type 1
o Partition terminates below the level of the suspended ceiling tile.
o 3 1/2" or 2 1/2", 25 gauge galvanized steel studs, 24" on center up to
10'-9" high walls. Use 5 1/2" studs for plumbing walls, if required.
3 1/2" or 5 1/2", 25 gauge studs, 16" on center for 10'-9" to 12'-6"
high walls.
o Metal angle trim taped and finished over gypsum wallboard at ceiling.
o Non combustible wood blocking under ceiling grid where runner and grid
intersect. Blocking to be painted flat black.
o 5/8" type "X" gypsum wallboard each side.
o Tape, mud and sand.
o 1/2" black reveal at top of wall.
o Details #1.
[] Partition type 2
o Same as Partition type 1 above.
o 2 1/2" sound insulation blanket is added in ceiling plenum extending
2'0" each side of partition.
o Building Standard Detail #2.
[] Partial Height Partition
o 3'-6" in height above finished floor.
o 3 1/2" or 2 1/2", 25 gauge galvanized steel studs, 24 inches on center
with steel tube bracing at 36" O.C.
o Building Standard Details #10.
[] Column Closures
o Per Shell and Core architectural plans.
[] Window Mullion and Perimeter Wall Partition Termination
o Building Standard Detail #6.
[] Perimeter Walls and Columns
o Per Shell and Core architectural plans and specifications.
o Detail #8.
DOORS
[] Construction
o Premium grade plain sliced oak.
o 5-ply construction with a "particle board" core.
o All doors are pre-machined for mortise lock or passagesets plus four
(4) butts each 4 1/2" x 4 1/2".
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[] Size
o 1-3/4" x 3'0" x 8'6" (nominal length) at all Tenant doors.
o 1'-6" x 8'-6" closet doors, same construction as above, can be
provided.
[] Oak Door Finish Application (or pre-finished)
o First coat: Benite sealer and sand.
o Second coat: sanding and sealer.
o Third coat: lacquer, semigloss.
[] Fire Doors at One-Hour Rated Fire Separations
o Fire doors may have magnetic hold-open devices or electric closures
which tie into adjacent smoke detector.
[] Hollow Metal or Approved Equal
o Flush design doors, 1-3/4" thick, seamless hollow construction.
o Single-acting swing doors, bevel both vertical edges 1/8" in 2".
o Approved manufacturers.
- Allied Steel Products Inc.
- American Steel Products Corp.
- Curries Manufacturing, Inc.
- Overly Manufacturing Company
- Pioneer Metals, Inc.
- Precision Metals, Inc.
- Security Metal Products, Inc.
- Xxxxxx
- Superior Fireproof Door, Inc.
DOOR FRAMES
[] Wood Frames
o Construction
- Wood door frames - or equal.
- Size of frame will receive a 1-3/4" x 3'-0" x 8'6" solid core door
at all Tenant spaces.
- Nominal dimension of frame per B.S. detail.
- Building Standard Details #13, #14, and #15.
o Application
- For use on wall construction of 2-1/2" sheet metal studs with 5/8"
gypsum wall board on each side.
o Finished to match Building Standard sample.
RELITE GLAZING
[] Relite glass: Per Architectural detail 13. Relites shall be 1/4" tempered
glass.
HARDWARE
[] Finish: Locks/Latches US32D (Satin Stainless Steel) as listed, all other
hardware US26D (Dull Chrome).
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[] Levers
o Lockset: Xxxxxxx 8105 x LNA x 32D x Falcon cylinder C987 x 8790-2 (or
equal).
o Latchsets: Xxxxxxx 8115 x LNA x 32D (or equal).
o Electric Locksets: Xxxxxxx 8171 x LNA x 32D x Falcon cylinder C987 x
8790-2 (or equal).
[] Hinges - two pair per leaf.
o Three Knuckle: XxXxxxxx TA2714 x 26D x 4-1/2 x 4-1/2 at doors with
closers (or equal). T714 x 26D x 4-1/2 x 4-1/2 at all other doors (or
equal).
o Electric Hinges: XxXxxxxx TA714CC-4W x 26/D x 4-1/2 x 4-1/2 (or
equal).
[] Closers: Xxxxxxx EN350/351 or equal, arms as required.
[] Wire Pulls: Closet doors.
o Rockwood: 856 1/2" x 6" CTC x 26D x TB (or equal).
[] Miscellaneous. All hardware to be building standard as specified or equal.
o Wall Stops: X.X. Xxxx - 407 1/2S32D.
o Floor Stops: X.X. Xxxx - 436B26D.
o Flush Bolts: X.X. Xxxx - 458B26D (30" top rod, 12" bottom rod).
o Dust-proof Strikes: X.X. Xxxx - 489 x 487B26D.
o Silencers: X.X. Xxxx 21R xxxx frames, 20R HM frames.
o Overhead Stops: ABH 3300 series - surface, 3000 series concealed.
Type as required per condition.
o Roller Latches (closed doors): BBW 1193 x 26D.
SUSPENDED CEILING SYSTEM
[] Suspension Grid:
o Exposed double-web for heavy duty with 9/16" face and dull white
finish by Xxxx Corporation.
[] Acoustical Tile:
o Building Standard for tenant areas is 24" x 48" x 5/8".
- Xxxxxxxxx "Cortega"; regular edge.
- Alternate: Suspension grid to be USG Interiors Centricitee 9/16"
grid in a white
- Finish with USG Interiors Eclipse fineline bevel tile: 24" x 48" x
3/4" thick or approved equal.
- Lobby is 2x2 #2195 (for 9/16" grid)
MECHANICAL
[] Supply Diffusers:
x Xxxxx MCD modular core diffuser, Xxxxxx, or approved equal.
[] Air Return/Exhaust Grills:
x Xxxxx 50F eggcrate grille, Xxxxxxx, or approved equal.
o Installed as required by HVAC Engineer.
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[] Sprinklers: The complete sprinkler system will be installed in accordance
with Shell and Core specifications. All modification costs to accommodate
specific Tenant layout will be a part of the Base cost for Tenant
Improvements. Approximate Spacing: One head per 165 square feet of
unimproved area.
o In areas with suspended ceilings; quick response heads semi-recessed
in ceiling with an attached cover plate flush to the ceiling. Central
model GB4-FR Royal Flush concealed; Reliable Model G40R; or approved
equal; cover plate shall be factory painted.
[] Dishwasher: (up-grade)
o High quality Kitchenaide or approved equal.
o Or approved equal.
[] Hot Water Heater:
o Six-gallon HWT for sinks.
- 2KW, 120V, single phase.
o Twenty-gallon HWT for showers.
- 5KW, 277V, single phase.
[] Sink and Faucet:
o Kitchen Sink
- Elkay #PSR-2219-3, stainless steel, 22" x 19-1/2" or equal.
o Provide fiberglass shower enclosures with doors at men's and women's
restrooms on the first floor; float floor per Washington State
Barrier Free Codes.
o Faucet and Basket (Kitchen).
- Delta 101 HDF
- Elkay #LK-35 Basket Strainer
- Or equal.
[] Toilet -- flush valve: (or equal).
o Kohler K-4430-ET: Wall hung, siphon-jet action, white vitreous china
elongated bowl, 1-1/2" top inlet spud.
o Flush valve: exposed chrome plated, diaphragm, escutcheon, integral
screwdriver stop and vacuum breaker; Xxxxx royal 110-3 YB (or equal).
o Seat: Solid white plastic, open front, without cover, Xxxxx 1955-Of
(or equal).
o Wall-mounted carrier: Surn ZR-1200 series (or equal).
[] Urinal: (or equal).
o Kohler K-5014-T: Wall hung, siphon jet action, white vitreous china,
integral trap, 1/4" top inlet spud, concealed hanger.
o Flush valve: exposed chrome plated, diaphragm type, escutcheon,
integral screwdriver stop and vacuum breaker; Xxxxx Royal 180-1-TB.
[] Lavatory: (or equal).
o Kohler 2005: Countertop, 20 x 18 white vitreous china, 4" faucet
centers (or equal).
o Trim: Chrome plated supply fitting, water economy aerator,
single-lever handle, chrome plated 17 gauge brass P-trap and arm
with escutcheon; Kohler K-15199-P faucet, Jameco 629 1-1/4" chrome
plated grid drain.
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LIGHTING SYSTEM
[] All lights will be installed during the Tenant Construction phase in
accordance with the Tenant Construction Documents, and as required by the
National Electrical Code and the Seattle Energy Code.
[] BS/A2 Recessed parabolic fluorescent lay-in troffer nominally 24" x 48", 2
Lamp Parabolic semi-specular louver with F032T8735 Lamps, electronic
ballast 277-Volt U5G-D24-23222OC-29S-(1)MOE/RS-S777-FO32/735K (or equal).
[] BS-A3 Recessed compact fluorescent downlight, horizontal lamp
configuration. Nominal 7" dia. clear Alzak aperture cone with color-Chek
process and self flange overlap trim. Integral HPF ballast. Unit shall
have a minimum efficiency of greater than 66% (or equal).
o Manufacturer: Prescolite NPR-106 Series; Staff PolyQuad Series or
Infinity PV600-132T-EB-MWT-BH-277.
o Lamp: 3 tube
x Xxxxx: 32
[] BS/A4 Recessed compact fluorescent lensed wallwsh. Nominal 7" dia. clear
Alzak aperture cone with Color-Chek process, self flange overlap trim and
55 later spread lens. Internal two part reflector system. Integral HPF
ballast (or equal).
o Manufacturer: Prescolite NPR-116 Series; Staff PolyQuad Series or
Infinity (or equal).
o Lamp: 3 tube
x Xxxxx: 32
ELECTRICAL & TELEPHONE OUTLETS
[] Building Standard Wall Receptacle:
o Ivory color at standard receptacle.
o Gray Color at designated computer circuit.
o Orange dot on ivory receptacle at dedicated, isolated ground outlet
or circuit.
o Red dot on ivory receptacle at dedicated outlet or circuit.
o Telephone/CRT outlet consist of mud ring with pull wire and conduit
in wall cavity (cabling by Tenant).
[] Building Standard Floor Receptacle -- Pedestal:
o Combination power and communication pedestal.
o Type: Xxxxxx tap 1400 Series Poke-Thru or approved equal.
[] Building Standard Timed Duplex Wall Receptacle:
o Required for every coffee service.
o Internatic Time clock #F14H with 14-hour timer or equal.
[] Copy Machine Wall Receptacle:
o 120V or 208V with junction box, dedicated circuit, and breaker.
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SWITCHES
Types of switches available are single-wall switches with occupancy sensors,
occupancy sensors for general office areas, dimmer switches, and fan switches.
Decora switches are standard.
EMERGENCY EQUIPMENT
[] Exit Signs: Any exit signs required beyond Shell and Core will be a part of
the Tenant Improvement Allowance.
o Double faced.
o Type: Emergi-lite LED edgelite with clear lens and green letters.
Brushed aluminum finish 277 volt (or equal).
[] Emergency Speakers: All emergency speakers will be permanently installed
during Tenant Improvement phase. Approximate Spacing: one per 1,200 square
foot of unimproved area. Designate layout per electrical engineer's design.
o Mounted flush with face of ceiling tile and painted white to match
ceiling tile.
o Minimum requirement: 55 decibels and 10 decibels above ambient noise
levels.
FIRE EXTINGUISHER & CABINET
[] Cabinet: One extinguisher and cabinet is required for every 3,000 square
feet of floor area to be a part of the Tenant Improvement Construction
phase.
o Color: white
o Semi-recessed of minimum projection. Cabinets are 6 1/4" deep.
o JL Industries Ambassador 1012 F10 with ADAC option, Full Glass with
tempered glass (or equal).
[] Fire Extinguisher:
o Multi-Purpose dry chemical type.
o UL rated 3A-40B:C.
o JL Industries cosmic 6E.
PAINTING
[] Drywall
o Flat latex.
- First coat: Precote 95-100 primer, wet film thickness of 3.6 mils.
Tint primer to approximate finish color.
- Second coat: Suede Coat Interior flat latex 27-1000, wet film
thickness of 3.6 mils with stipple roller finish.
o Latex semi-gloss enamel.
- First coat: Precote 95-100 primer, wet film thickness of 3.6 mils.
Tint primer to approximate finish color.
- Second coat: Stryocote Double-Hide 69-1000 latex semi-gloss enamel,
wet film thickness of 3.6 mils with stipple roller finish.
o Latex Enamel.
- First coat: Polyvinyl acetate primer/sealer.
- Second coat: Eggshell latex enamel with stipple roller finish.
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[] Miscellaneous Ferrous Metal, Hollow Metal and Aluminum:
- First coat: All Metal Gard Primer 28-62 MWF 1.5 mils.
- Second and third coat: Velvalex Alkyd Semi-gloss Enamel 2-series MWF
3 mils. If sprayed:
- Second and third coat: Luxite, Spraycraft Industrial Alkyd Enamel
43-series MWF 1.5 mils.
[] Painted Woodwork and Millwork:
- First coat: Alkyd Enamel Undercoat and Sealer 20-97 MWF 3 mils.
- Second and third coat: 2-series MWF 3 mils or Plati-namel Dri-Fast
Gloss enamel 10-series MWF 1.5 mils.
[] Doors and Woodwork, Stained and Finished: (or prefinished).
- First coat: Penetrating wood stain to match Architect's sample.
- Second coat: Sanding and sealer.
- Third coat: Lacquer, semigloss, or equal.
[] Manufacturer:
o Xxxxxx
x Xxxxxx
o Preservative
o Xxxxxxxx Xxxxx
o Or approved equal
B/S WALL COVERING (up grade)
[] Type: Maharam, Tek-wall 1000,2000,3000,4000,5000 Class A rated wall
covering.
[] Or Equal
FLOOR COVERING
[] Carpet
o All carpet to be furnished by owner, installed by contractor. All
offices and open work areas otherwise specified to be 30 oz. Multi-level
textured loop, Bentley "Outerbanks" series in a color to be selected, or
approved equal. Carpet to be direct glue down (low VOC), application per
Manufacturers suggested installation methods, or approved equal unless
otherwise specified. Reference Workletter for carpet spec for base bid.
[] Ceramic Tile:
o Provide ceramic tile per shell and core specifications for building
restrooms.
[] Rubber Base
o "Xxxxx" or approved equal, colors to follow.
[] Wood Base (up-grade)
o Provide 4" x 3/4" hardwood base; finish to match doors, per finish plan.
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WINDOW TREATMENT
[] Provide 1" slat mini-blind, standard color as approved by Developer.
Manufacturer to be Levelor "Riviera Dustguard" 1" inside mounted or
approved equal.
SCHEDULE OF LIMITS - SHELL AND CORE
This schedule of limits will detail the level of finish the Building will
achieve during Shell and Core construction. This level of completion will be the
basis from which all Tenant work will start.
Typical Office Floor
[] Restrooms: Complete and finished by owner, shower facilities N.I.C.
[] Stairwells: All stairwells to be painted including walls, metal stair top
and bottom where exposed, handrails, stair supports, doors and jambs, both
sides. Concrete stair treads and landings to be sealed.
[] Typical Elevator Lobby:
o Core side lobby area GWB walls ready for finish coat and paint.
o Elevator doors and jambs, satin stainless steel.
o Life safety devices temporarily installed (speaker, smoke detectors).
o Smoke doors at elevator lobby installed complete.
[] Partitions: the partitions defining the core will be fire taped on the
Tenant side ready for finish coat and paint.
[] Interior Columns, Exterior Columns at Curtainwall, Sill Wall below
Exterior Windows: All furred GWB will be fire taped, ready for finish coat
and paint.
[] Ceiling System:
o Shell and Core Phase:
- Suspended ceiling tiles supplied by Owner and stacked on floor.
- Grid installed by Owner
[] Mechanical: The Mechanical System will be installed up to and including
the VAV boxes (perimeter and interior) in accordance with Shell and core
Plan which will be coordinated with Tenant Space Plans. Permanent
installation of thermostats will be a part of the Tenant Improvement
Construction at 5'-0" AFF, unless noted otherwise. All ductwork from VAV
boxes to ceiling diffusers will be a part of the Tenant Improvement
Construction phase.
[] Sprinklers: A complete sprinkler system will be installed. Sprinkler heads
will be located in accordance with Shell and Core specifications and
coordinated with Tenant Space Plans. Sprinkler additions and modifications
will be a part of the Tenant Work phase.
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[] Electrical: Electrical service will be available at one location on all
tower floors. Power and telephone conduits have been installed through the
core. All lighting, power and telephone conduit, conductors, and final
trim will be installed during Tenant work phase.
[] Lighting: The Shell and Core contract includes the following lighting:
o Fluorescent stairway lighting.
o Fluorescent lighting at utility spaces (mechanical and electrical
rooms).
o Fluorescent lighting in parking garage.
o Tenants 2x4 fixture supplied by Owner: Stacked on floor.
Tenant lighting will be installed as part of the Tenant Improvement
Construction phase.
[] Life Safety System:
o Exit signs - exits signs are provided at each fire stairwell typical
on all floors.
o Emergency Speakers - emergency speakers provided at elevator lobbies,
and stairwells. Additional speakers will be installed as part of
Tenant Improvement Construction.
o Smoke detectors - permanently installed in mechanical room,
stairwell, and electrical rooms. Elevator lobby smoke detector is
temporarily installed awaiting Tenant Improvement Construction.
[] Fire Extinguishers: Two per floor supplied at each exit stair.
[] Card Key System by Owner.
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[XXXXXX XXXXX ASSOCIATES, INC. LETTERHEAD]
March 2, 1998
Revised: March 11, 1998
Revised: March 16, 1998
Revised: April 22, 1998
TENANT IMPROVEMENT WORKLETTER FOR:
INTERLINQ SOFTWARE
JOB NO.: 98012
The following outline is intended to be used along with the building standard
details and specifications and tenants preliminary space plan dated 3-11-98 as a
guide to establishing the tenants required improvements for the Burnstead Plaza.
Interlinq Software needs opportunity to review and provide input of the design
and materials selection for the following base building areas.
o Main Building Entry Lobby
o Decorative Stair at Lobby
o Elevator Lobbies and Cab
o Restrooms
1. FLOOR COVERING:
1.1 Carpet
o General Carpet: All areas other than those specified core
areas and up-graded areas to receive the equivalent of Bently
"Outbanks" series 30 oz. multi-level textured loop or equal.
Follow manufacturers approved method of installation.
o Or approved equal.
o Inset and border carpets shall be installed in the
conference center (3 rooms) and team or conference rooms
indicated on plan.
1.2 Stone Flooring
o Per main building entry design.
1.3 Resilient Flooring:
o Provide VCT in the following areas. VCT to be Xxxxxxxxx
Standard Excelon, 12" x 12" x 1/8" thick; color and layouts
with accent insets per final working drawings.
[ ] Lunch Room Approx. 700 sf
[ ] Coffee Bars Approx. 40 sf
1.4 Anti-Static Flooring
[ ] Server room Approx. 150 sf
2. BASE
2.1 Wood Base:
o Provide 4"H x 3/4" hardwood base in main reception
area, and conference center, finish to match doors.
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[XXXXXX XXXXX & ASSOCIATES, INC. LETTERHEAD]
TENANT IMPROVEMENT WORKLETTER FOR:
INTERLINQ SOFTWARE
JOB NO: 98012
Page 2 of 5
3. WALL FINISHES:
3.1 General Paint; Building standard eggshell finish over smooth
(non-textured) walls.
o Provide accent colors for 20 percent of the job in colors and locations
to be determined.
4. WALLS:
4.1 Building Standard per tenants space plan.
o Provide building standard sound partitions at all conference rooms,
lunch room, exercise room and private offices 160 sf or larger.
Partition Type 2.
5. RELITES:
5.1 Provide pricing for providing relites for the project in the following
schemes.
o Provide 3'-0" wide by full ht. adjacent private offices 160 sf and
larger. Frame finish to match door frames. Provide horizontal
mini-blind as part of package price. (Base Bid)
o Provide 3'-0" wide by full ht. adjacent private offices 160 sf and
larger. Glass panels to be "Etchmate" by Milguard in a horizontal
pattern. (Alternate Bid)
o Provide 2 2'-0" x 8'x6" at Server room in hollow metal frames wire
glass. (Base Bid)
o Provide alternate fire lite glass at Server room.
5. OPERABLE WALLS:
6.1 Provide operable folding walls as shown on plans. Manufacturer to be
Moderfold series acousti-seal model 932 series. Panel finish to be
vinyl wallcovering in manufacturers standard color line.
7. CEILINGS: Building Standard
o 2x4 Tegular in open office area.
o 2x2 in lobby area.
8. DOORS, FRAMES AND HARDWARE:
8.1 Doors
o Building standard, finish color to be reviewed and input provided by
Tenant.
8.2 Frames
o Building standard to match doors.
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[XXXXXX XXXXX & ASSOCIATES, INC. LETTERHEAD]
TENANT IMPROVEMENT WORKLETTER FOR:
INTERLINQ SOFTWARE
JOB NO: 98012
Page 3 of 5
8.3 Hardware
o Building standard.
o Landlord to provide tenant with secured entrance card key system or
approved equal.
o Locksets at the following rooms:
[] All offices 160 sf and larger
[] All storage rooms
[] Server room (upstairs & downstairs) touchpad or building access
system control
[] Entrance door to Human Resources
o Panic hardware at doors indicated on plans. Landlord to provide
sample for tenants review and approval.
o Provide magnetic hold open devices with automatic closers and remote
release buttons on doors indicated on plans.
9. LIGHTING:
9.1 General lighting to be building standard.
9.2 Specialty Lighting
o Building standard recessed incandescent light fixtures in reception
area. 6 each room of conference center.
o Building standard recessed incandescent wallwashers along corridor
wall. Allow for 30 in corridors connecting stairs both floors.
9.3 Switching
o Per code, location per final working drawings.
10. ELECTRICAL/TELEPHONE/DATA
10.1 Provide electrical outlets as required for functional use by tenant
and as indicated on final working drawings. General requirements are
as listed below:
o Private Offices: 80 sf
[] Provide two four-plex outlets on shared separate circuit for
computer use.
o Private Offices: 160 sf and larger
[] Same as 80 sf office above, add one duplex electrical outlet.
o Workstations:
[] Core drill for four-plex outlet on shared separate circuit for
computer use. Provide alternate price for power poles.
o General:
[] Provide general distribution of additional outlets as required
on tenants final plans.
o Special Electrical:
[] Provide special electrical needs as indicated on final working
drawings. Coordinate with tenants designated representative for
server room, UPS requirements before final pricing. Equipment
requiring special electrical needs includes but is not limited
to the following:
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[XXXXXX XXXXX & ASSOCIATES, INC. LETTERHEAD]
TENANT IMPROVEMENT WORKLETTER FOR:
INTERLINQ SOFTWARE
JOB NO: 98012
Page 4 of 5
- Vending machines
- Refrigerators
- Microwave ovens
- Range/Oven
- disposal
- Insta-hot
- Coffee Service
- Flush floor outlets in conference rooms
- Power and battery back-up security and card key
access systems
- Intercom
- AV and special training equipment needs
- Server rooms (upstairs & downstairs)
- Copy/printer/fax machines
o Data and communications schedule
[ ] Coordinate with tenants designated representative
11. MECHANICAL:
11.1 Landlord shall provide an easily accessible manually operated
HVAC bypass switch for access to 24 hour air conditioning within
the tenants space. Switch shall operate on 2 hour timer.
11.2 Special HVAC zones and needs -- Provide separate HVAC zones with
separate exhaust fans for the following areas:
- Conference center
- Lunch Room
- Server/computer room
- Order Processing Area
- Team rooms/Conference Rooms
12. EMERGENCY EQUIPMENT:
12.1 Provide all Exit signs, smoke detectors, emergency speakers,
lighting and strobes as required by code.
13. PLUMBING FIXTURES:
13.1 Building Standard, locations per final working drawings.
14. APPLIANCES:
14.1 Provide high-quality Kitchenaide dishwasher in lunch room.
14.2 Provide Insta-hot at lunch room and coffee bars.
14.3 Provide high-quality oven/range in lunch room.
14.4 Provide 2 each built-in microwave ovens in lunch room.
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[XXXXXX XXXXX ASSOCIATES, INC. LETTERHEAD]
TENANT IMPROVEMENT WORKLETTER FOR:
INTERLINQ SOFTWARE
JOB NO: 98012
Page 5 of 5
15. SPECIALTY ITEMS:
15.1 Provide recessed projection screen in 1 conference room. Manufacturer
to be "Da-Lite" boardroom electrol, 70"x70", #40723 or approved equal.
15.2 Provide custom casework outlined in millwork specifications.
16. WINDOW TREATMENT:
16.1 Landlord to provide 1" mini-blinds or 3 1/2" smooth PVC vertical
blinds at all exterior windows. Standard color as approved by tenant.
16.2 All interior relites to receive mini-blinds.
17. MILLWORK:
Provide all casework/millwork as indicated on final approved space plans.
This includes but is not limited to the following:
17.1 Main reception workstation: Provide a complete built-in reception
desk, lineal footage per plan. Transaction top in stone with
lightstrip at reception side.
Provide for 4 pedestals each with 2 box, 1 file drawer. Work area
counters and pedestals to be plastic laminate faced. Reception front
to be wood panels in a finish to match doors.
17.2 Mail Copy room: Provide lineal footage per plan. Provide plastic
counters; 50 percent of space above to be closed cabinets with the
rest to be open shelving; Provide for 150 built-in mail sots at a
location to be determined above the counter.
17.3 Lunch Room: Provide for 8 lin.ft. of island counter with sink and
dishwasher with closed cabinets below and transaction ledge above
facing conference in a plastic laminate finish. Provide 10 lin.ft. of
counter at wall with cabinets.
17.4 Order Processing: Provide +/- 100 lin.ft. of counter top at stand-up
height; Provide for 3-4-7 island counters with open shelving below.
Provide approximately 60 lin.ft. of 2 high adjustable shelving above
counters.
17.5 Copy Area: (2 required) Provide approximately 8 lin.ft. of counter
each. Closed cabinets below; 2 high open adjustable shelving above in
a plastic laminate finish.
17.6 Coffee Area: (Second floor) Provide approximately 14 lin.ft. of
counter with sink; Provide closed cabinets above and below in a
plastic laminate finish.
18. ADA GUIDELINES:
Entire layout shall conform to Washington State Barrier regulations.
19. DELIVERY STALL:
Owner to provide a delivery stall at owner's cost at the northwest corner
of the site plan.
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EXHIBIT "C"
FORM OF TENANT ESTOPPEL CERTIFICATE
Date:________________________, 1998
To: (Lender)
and
To: (Landlord)
Re: Property known as:
Except as set forth below, respecting that certain Lease date April ______,
1998, between PINE FOREST CO., a Washington corporation, as Landlord, and
INTERLINQ Software Corporation, a Washington corporation, as Tenant, Tenant
hereby certifies that it has unconditionally accepted possession of the
Premises described in said Lease, and that said Lease is in full force and
effect and has not been modified, supplemented or amended in any way, and that
the Commencement Date of the Lease is _______________________, 1998, and the
final date of the Initial Term is _______________________, 2005, subject to two
consecutive five year options to renew, unless sooner terminated as therein
provided.
Tenant further certifies that all terms and conditions to be performed by the
Landlord under said Lease have been satisfied to the best of Tenant's knowledge
at the date of this Certificate, and that on this date there are no existing
defenses or offsets of which the Tenant is aware it may have against the full
enforcement of said Lease by Landlord; and that no rent has been paid in
advance (except as provided in said Lease) and that rent has continued to be
paid in accordance with said Lease since the Commencement Date of the Lease.
Tenant is in occupancy of the Premises; and there is ongoing full operation of
Tenant's business at Premises, being conducted by named Tenant.
Xxxxxx further agrees not to look to _____________ ("Lender") as mortgagee,
mortgagee in possession or successor in title to the property, for
accountability for any security deposit required by Landlord under said Lease
unless such sums have actually been received by ("Lender") as cash
security for Xxxxxx's performance of this Lease.
Tenant understands that its Lease may be assigned as collateral security for a
mortgage loan to be granted to Landlord by (Lender) under a Collateral
Assignments of Lease form containing (among others) agreements by and
restrictions on Landlord. Tenant further understands that, without (Xxxxxx's)
prior written authorization as Assignee, Landlord will not thereafter modify,
terminate, or accept surrender of the Lease and will not reduce, xxxxx, or
accept pre-payment of any Rent (except as the Lease may otherwise specify). By
accepting this Estoppel Certificate, Xxxxxx agrees
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that as long as Tenant is not in default under this Lease, it will not disturb
Tenant's quiet enjoyment of the Premises and will respect Tenant's rights under
the Lease after a foreclosure, trustee's sale or deed in lieu thereof. Tenant
acknowledges its Landlord's agreements and the restrictions on Xxxxxxxx's
rights under said assignment and hereby agrees to be bound by said agreements
and restrictions, to the extent such agreements do not reduce Tenant's rights
or enlarge Tenant's obligations under the Lease or otherwise.
Tenant will not assign its leasehold without (Lender's) written consent, which
shall not be unreasonably withheld, conditioned or delayed.
List of Exceptions: _________________________________________
(Tenant:) INTERLINQ SOFTWARE CORPORATION
By: _______________________________________
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EXHIBIT "D"
RULES AND REGULATIONS
1. Sidewalks, halls, passages, exits, entrances, elevators, escalators and
stairways shall not be obstructed by Tenants or used by them for any
purpose other than for ingress to and egress from their respective
Premises. The halls, passages, exits, entrances, elevators and stairways
are not for the use of the general public and Landlord and Tenant shall in
all cases retain the right to control and prevent access thereto by all
persons whose presence, in the judgment of Landlord or Tenant, shall be
prejudicial to the safety, character, reputation and interests of the
building and its Tenant, provided that nothing herein contained shall be
construed to prevent such access to persons with whom any Tenant normally
deals in the ordinary course of such Tenant's business unless such persons
are engaged in illegal activities.
2. The bulletin board or directory of the building will be provided
exclusively for the display of the name and location of Tenant and any
approved subtenants or assignees only and Landlord reserves the right to
exclude any other names therefrom.
3. No curtains, draperies, shades, or decorations shall be attached to, hung
or placed in, or used in connection with any window or door on any Premises
without the prior written consent of Landlord, which shall not unreasonably
withheld or delayed. In any event with the prior written consent of
Landlord, all such items shall be installed inboard of the window frame at
Tenant's expense. Landlord shall provide installed Levelor mini-blinds
inside the window frames of all exterior windows in the Premises at
Landlord's expense as part of the Building Shell. No articles shall be
placed or kept on the window xxxxx so as to be visible from the exterior of
the building. No articles shall be placed against glass partitions or doors
which might appear unsightly from outside Tenant's Premises.
4. Tenant shall not employ any person or persons for the purpose of cleaning
Premises unless otherwise agreed to by Landlord in writing.
5. Tenant shall see that all doors of its Building are closed and securely
locked and that all areas of the Building are secure. Tenant must observe
strict care and caution that all water faucets or water apparatus within
Tenant's control are entirely shut off before the Tenant or its employees
leave such Premises at the close of business each day, and that all
utilities within Tenant's control shall likewise be carefully shut off, so
as to prevent waste or damage. For any default of this rule, the Tenant
shall make good all injuries sustained by other Tenants of the Building or
Landlord, except to the extent such damage is covered by insurance. On
multiple-tenancy floors, all Tenants shall keep the door or doors to the
building corridors closed at all times except for ingress and egress.
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6. As more specifically provided in the Tenant's Lease of the Premises,
Tenant shall not waste electricity, water, or air-conditioning and agrees
to cooperate fully with Landlord to assure the most effective operation
of the building's heating and air-conditioning, and shall refrain from
attempting to adjust any controls other than room thermostats installed
for Tenant's use; so long as Landlord responds promptly to requests for
adjustments.
7. Except for the installation of security systems within the Premises by
Tenant providing cardkey access or other restricted access to the
Premises, Tenant shall to alter any lock or access device or install any
additional lock or access device or any bolt on any door of its Premises
except secured areas agreed to by Landlord, without the prior written
consent of Landlord, which shall not be unreasonably withheld or delayed.
Tenant shall in each case furnish Landlord with a key or cardkey for any
such lock said key to be used only in emergencies and then only upon
notice promptly after its use.
8. Tenant may make or have made additional copies of any keys or access
devices provided by Landlord for the use of its employees, provided that
Tenant shall bear the cost of replacing any locks if such replacement is
made necessary due to dissemination of keys by Xxxxxx and misuse
thereof. Tenant, upon termination of the Tenancy, shall deliver to
Landlord all the keys or access devices for the building, offices, rooms,
and toilet rooms which shall have been furnished the Tenant or which the
Tenant shall have had made. In the event of the loss of any keys or
access devices so furnished by Landlord, Tenant shall pay Landlord for the
replacement therefor or for rekeying of the Premises.
9. The toilet rooms, toilets, urinal, wash bowls, and other apparatus shall
not be used for any purpose other than that for which they were
constructed and no foreign substance of any kind whatsoever shall be
thrown therein. The expense of any breakage, stoppage, or damage resulting
from the violation of this rule shall be borne by the Tenant.
10. Tenant shall not use or keep in its Premises or in the building any
kerosene, gasoline, or inflammable or combustible fluid or material other
than limited quantities necessary for the operation or maintenance of
office or office equipment.
11. Tenant shall not use, keep, or permit to be used or kept in its Premises
any foul or noxious gas or substance or permit or suffer such Premises to
be occupied or used in a manner offensive or objectionable to Landlord or
other occupants of the building by reason of noise, odors, and/or
vibrations or interfere in any way with other Tenants or those having
business therein.
12. No commercial cooking shall be done or permitted by any Tenant on its
Premises (except that use by the Tenant of Underwriters' Laboratory
approved equipment for the preparation of coffee, tea, hot chocolate,
similar beverages and microwave ovens and traditional ranges and ovens
for preparation and heating food for Tenants and their employees and
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invitees shall be permitted, provide that such equipment and its use is in
accordance with all applicable federal, state, and city laws, codes, and
ordinances, rules and regulations) and Landlord has approved its
installation, nor shall Premises be used for lodging. This rule does not
preclude use of Tenant's lunch room facility and the hosting of receptions
for or by the Tenant in the building.
13. No pets or animals of any kind are allowed on the Premises, nor in the
parking lots, nor in the parking garage at any time, with the only
exception being seeing-eye dogs or similar guide dogs used for the
exclusive purpose of guiding individuals for whom this assistance is
necessary.
14. Except with the prior written consent of Landlord, which shall not be
unreasonably withheld, no Tenant shall sell, or permit the sale, at
retail, of newspapers, magazines, periodicals, theater tickets or any
other goods or merchandise in or on any Premises except for limited sale
of girl scout cookies, tickets, etc. by employees.
15. If Tenant requires telegraphic, telephonic, burglar alarm or similar
services, it shall first obtain, and comply with, Landlord's reasonable
instructions in their installation.
16. Landlord, in consultation with Xxxxxx, will direct electricians as to
where and how telephone, telegraph and electrical wires are to be
introduced or installed. No boring or cutting for wires will be allowed
without the prior consent of Landlord, which shall not be unreasonably
withheld or delayed. The location of burglar alarms, telephones, call
boxes and other office equipment affixed to the Premises shall be subject
to the written approval of Landlord, which shall not be unreasonably
withheld or delayed.
17. Tenant shall not install any radio or television antenna, loudspeaker or
any other device on the exterior walls or the roof of the building without
Landlord's consent, which shall not be unreasonably withheld or delayed.
Tenant shall not interfere with radio or television broadcasting or
reception from or in the building or elsewhere.
18. Tenant shall not lay linoleum, tile, carpet, or any other floor covering
so that the same shall be affixed to the floor of its Premises in any
manner except as approved in writing by Landlord, which shall not be
unreasonably withheld or delayed. The expense of repairing any damage
resulting from a violation of this rule or the removal of any floor
covering shall be borne by the Tenant.
19. Landlord shall have the right to prescribe the weight, size and position
of all safes and other heavy equipment brought into the building. Safes or
other heavy objects shall, if permitted by Landlord, stand on wood strips
or other weight distribution mechanism of such thickness as determined by
Landlord to be necessary to properly distribute the weight thereof.
Landlord will not be responsible for loss of or damage to any such safe,
equipment or property from any cause, and all damage done to the building
by moving or maintaining any
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such safe, equipment or other property shall be repaired at the expense of
Tenant.
20. Business machines, and mechanical equipment and exercise equipment
belonging to Tenant which cause noise or vibration that may be transmitted
to the structure of the building or to any space therein to such a degree
as to be objectionable to Landlord or to any tenants in the building shall
be placed and maintained by Tenant, at Tenant's expense, on vibration
eliminators or other devices sufficient to eliminate noise or vibration.
The persons employed to move such equipment in or out of the building must
be acceptable to Landlord. Tenant will not install or permit the use of
any exercise equipment, including free weights, unless Tenant has taken
appropriate steps to protect the Premises, including the floors and walls
from damage. Tenant will discuss with Landlord the installation of
exercise equipment and protection of the Premises to Landlord prior to
installation of such equipment. At the end of the Term, Tenant shall
remove all such equipment and repair all damage to the condition of the
Premises prior to installation of said equipment and machines.
21. Tenant shall not place a load upon any floor of the Premises which exceeds
the load per square foot which such floor was designed to carry and which
is allowed by law. Tenant shall not mark, or drive nails, screw or drill
into the partitions, woodwork or plaster or in any way deface such
Premises or any part thereof except that Tenant shall be permitted to hang
pictures, whiteboard and similar items customarily used in offices, which
holes shall be ordinary wear and tear.
22. There shall not be used in any space, or in the public areas of the
building, either by any Tenant or others, any hand trucks except those
equipped with rubber tires and side guards or such other material-handling
equipment as Landlord may approve. No other vehicles of any kind shall be
brought by any Tenant or kept in or about the Premises.
23. Tenant shall store all its trash and garbage within the interior of its
Premises. No material shall be placed in the trash boxes or receptacles if
such material is of such nature that it may not be disposed of in the city
without violation of any law or ordinance governing such disposal. All
trash, garbage and refuse disposal shall be made only through the
entryways and elevators provided for such purposes and at such times as
Landlord shall designate.
24. Canvassing, soliciting, distribution of handbills or any other written
material, and peddling in the building are prohibited and Tenant shall
cooperate to prevent the same.
25. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by the appropriate governmental
agency.
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26. Tenant assumes any and all responsibility for protecting its Premises
from theft, robbery and pilferage, which includes keeping doors to the
building locked and other means of entry to the building closed.
27. The requirements of Tenants will be attended to only upon application at
the office of the building by an authorized individual. Employees of
Landlord shall not perform any work or do anything outside of their
regular duties unless under special instructions from Landlord, and no
employees will admit any person (Tenant or otherwise) to any office
without specific instructions from Landlord.
28. Tenant shall not change the designation of parking spaces reserved for the
handicapped, compact cars or other such designations.
29. Tenant shall use its best efforts to see that none of Tenant's employees
or guests park between designated parking lines only, and shall not occupy
two parking spaces with one car. Vehicles in violation of above shall be
subject to being towed away, at vehicle owner's expense.
30. Vehicles parked at Premises for more than twenty-four (24) hours without
prior written consent of the Landlord shall be deemed abandoned and shall
be subject to being towed away at vehicle owner's expenses at the election
of Tenant or Landlord.
30. Tenant shall be responsible for the observance of all the foregoing Rules
and Regulations by Tenant's employees, agents, clients, customers,
invitees, and guests.
31. These Rules and Regulations shall not be construed to in any way modify,
alter, or amend, in whole or in part, the terms, covenants, agreements and
conditions of any lease of premises in the building.
32. Landlord may waive any one or more of these Rules and Regulations for the
benefit of any particular Tenant or Tenants, but no such waiver by
Landlord shall be construed as a waiver of such Rules and Regulations in
favor of any other Tenant or Tenants, nor prevent Landlord from thereafter
enforcing any such Rules and Regulations hereinabove stated and any
additional rules and regulations which are adopted, except such rules as
would modify Tenant's Lease.
33. Landlord reserves the right to make such other and reasonable rules and
regulations as in its judgment and following discussion with any Tenant
who occupies the entire building and consideration of said Xxxxxx's views
may from time to time be needed for safety and security, for care and
cleanliness of the building and for the preservation of good order
therein. Xxxxxx agrees to abide by all such Rules and Regulations
hereinabove stated and any additional rules and regulations which are
adopted if they apply to all tenants after having received a copy of the
same.
